First Frost
by I3irdramon
Summary: What would you do for your family, your friends, your fellow man? How would you try to save them, and what would you be willing to sacrifice in the process? Team STRQ is forced to face these questions when they cross paths with a young heiress in the land of snow and ice. The history of Team STRQ as well as one of the wealthiest families in Remnant. (Obv. Summer is in there too).
1. Chapter 1

RWBY and the world of Remnant belongs to Roosterteeth. I am merely tinkering with it for the moment.

* * *

Qrow

The winds whipping past his face carried the faint chill of the final days of autumn. The young huntsman felt the bite on his nose keenly as he stared down at the moors and bogs rushing past the open hatch of their transport. The airship was traveling relatively close to the ground, as the older model was struggling with the strong headwind blowing off the coast. Qrow didn't mind. He stared lazily at the muted greens and browns of lowland that were a pleasant break from the comparatively dull ocean they had been flying over. The seagulls that accompanied them on their final approach into land broke off to return to their roosts amongst the cliffs and crags of the Mantle coastline. _It's amazing they ever stop flying when they can see views like this. I know I would never get tired of it._ After several minutes of discussion with the pilot, his teacher and mentor returned to the main cabin and announced it would only be a little while longer until they touched down in Atlas.

"When we get to Atlas, what are we going to do for dinner? I'm _dying!_ " The way Raven drew out the final word spoke to her boredom from sitting confined on the airship for the past five hours. Qrow knew this trip had been taxing for her. He had rarely seen his sister sit still for more than five minutes.

"We aren't stopping in Atlas for anything except fuel." Qrow deadpanned without fully turning to face his sister.

"Shut up, twerp. I know that we aren't meeting them at Atlas…." Raven let her head tilt back into her headrest before whimpering, "I just wish I could get a bite to eat."

Ozpin smiled sheepishly at the young huntress in training. "I know you are hungry, but the quicker we can get refueled the quicker we can get to Gletscher." He flashed a toothy grin at the rest of his troop before adding, "Besides, they are preparing a huge feast for our arrival, you'll just have to wait a few more hours to get it!" Raven groaned audibly.

A stocky blonde boy looked uncomfortably out at the countryside. "I hope they have enough food, or Raven isn't going to leave anything for the rest of us. But I really hope we hurry up, cause staring at the ocean for the last three hours has made me seriously need to pee."

Qrow snorted, "You should have gone when we left!"

"That was five hours ago!" Taiyang shouted back, obviously in some discomfort.

A girl drowning in an oversized white parka smiled kindly at her fellow compatriots before producing a small calorie rich energy bar from one of the pockets in her pack. "Here Raven, take some, I'm not hungry." She laughed before clarifying, "besides, if we get as big of a feast as Professor Ozpin says I won't need it at all!"

Ozpin smiled at the leader of team STRQ, impressed with both her selflessness and thoughtfulness. Qrow was not surprised. _There she goes again, preparing for everything because she knows Raven won't prepare for_ _ **anything.**_ Qrow took the time to lean over to his taller sibling and say, "you know if you spent less time packing clothes and more time on, oh I don't know… _essentials,_ you probably wouldn't have to worry about this happening." His sister practically growled at him.

Ozpin's lips tightened slightly, and his face grew stern for the moment. "This is a good lesson for all of you. Preparation is vital for any mission, no matter how small it may seem at the time. Just think what would happen if this ship were forced down in the wilderness… There is always benefit to over-preparing."

A tense pall descended on the youngsters as they were suddenly reminded that this was not merely a field trip, but was a training mission in foreign territory. The crew had been on several missions in the past, but never one of this duration or distance from beacon. _We've never had to face anything we couldn't handle on a mission before. Besides, we would just kill whatever it was that attacked us. We even face a Nevermore that one time… but it was a juvenile… and we weren't stuck in an airship._ The thought of a giant Nevermore swooping out of the sky to attack the group had not been one of his foremost concerns at the start of the day, but now all Qrow could do was close his eyes to help slow down the rapid beating of his heart as well as swallow the growing lump in his throat. _On second thought, I really hope we don't see one of those today._ "Of course a crash landing is an extremely remote possibility. children, I wouldn't worry too much." Ozpin grinned as his warning had the desired effect.

Several uneventful minutes later, the transport came into view of Atlas, and team STRQ got its first glimpse at the most technologically advanced city in Remnant. _I've never seen buildings like this before! They all look like the CCT… but bigger!_ The light from the setting sun glinted off the angular frames of steel and glass. Geometric patterns rose skyward from their concrete foundations. Within the militaristic precision of the city there was still beauty. The members of team STRQ stared in awe at several buildings whose shape and size seemed to defy gravity. "Atlas is home to some of the finest engineers and architects in all of Remnant. Each building is designed as a challenge from architect to architect, each person trying to outdo all those before him." The group attempted, unsuccessfully, to stifle the gasps that accompanied each passing wonder. The band continued to meander lazily above the skyline of the city, occasionally weaving around (and in one instance through) some of the taller structures. Finally, Raven spotted a clear flat patch on the outskirts of the city, patterns of variously colored dust lamps shone brightly in the lengthening shadows, their specified landing pad.

As the airship began its final approach to the landing pad on the northern edge of the city Ozpin motioned for the children to look at the bulbous craft taking off just to their right, a snowflake insignia emblazoned along its midsection. "Do any of you recognize the significance of that transport there?"

"It's a Schnee Dust Company freighter, it's probably departing for one of the major ports down south." Qrow had studied their mission briefing intently, and he knew they were currently on their way to meet up the the head of that very company. They were getting to stay with one of the richest and most powerful families in all of Remnant for a week of what sounded like very light work.

Raven harrumphed and rolled her eyes. She had always been jealous of his encyclopedic knowledge, and she knew he often would show off for this reason. She probably figured he was inwardly congratulating himself at his own brilliance. But at the moment, Qrow could think of nothing more than how massive the freighter was, and the size of its cargo. _There is more money in dust on that one ship than Raven or I have seen… or even will see in a long time._

But the ship had also begun to conjure up other thoughts in the young boy's mind. He saw again the great crowds of people clamoring to gain a coveted spot on a transport. He saw the fear in all of their eyes, and the human stink of sweat and filth that clung to the weary travelers. He saw it all again, and of course he saw her eyes. Eyes that shone red as the fires that danced behind them.

The gentle bounce of touch-down signaled they had finally landed, and jolted Qrow from his thoughts. His heart pounding now more than it had when Ozpin had mentioned the possibility of an emergency crash landing. Taiyang playfully punched the younger boy in the shoulder, "What's the matter Qrow? Afraid of flying?"

Qrow recovered quickly as he had trained himself to do and smirked at him, "At least I didn't lose my lunch when we hit turbulence!" The two girls laughed at both boys expense as they debarked from the craft. They only laughed harder as a frantic and jittery Taiyang, clearly at his limit to keep his bladder at bay, searched desperately for a sign leading to a bathroom. A bemused Atlesian soldier pointed him in the direction of the closest restroom, while several civilians in their navy blue flight suits wheeled out a refueling rig.

The desire to stretch their legs on firm ground took hold of each member in the group. As he began to separate himself from them, Qrow felt a hand press gently onto his shoulder, and as he turned he glimpsed Raven's concerned look. "You were remembering it again weren't you?" She had seen her brother tense up during their landing. She had seen the pure terror welling up in his eyes, and she knew the landing wasn't the issue. Even with the strong winds, flying had always captivated her brother. No, she had seen this look before during many long nights spent comforting a screaming younger brother. Qrow nodded, and she squeezed a little harder on his shoulder. "Don't worry it always passes." She spoke as if from experience.

After several minutes of waiting for Taiyang to return from the restroom, the crew clambered back into the aircraft just before it lumbered back into the sky. The pilot had only to ascend a short while before they cleared the lower lying buildings of the outskirts as it began to turn lazily towards the northeast. After they had reached an altitude the pilot considered suitable, they set off with the sun setting behind them.

An hour into the second leg of their journey, the fragmented moon shone brightly on the horizon as it had just begun to rise in the east. Neither Qrow, nor anyone else on STRQ could see the land whipping by beneath them. The only evidence they had that they were flying over a forest was the faint differences in shadows. However, they could definitely feel the cold of the north entering into their open cabin. Summer was shivering as usual, their teammate seemed to be perpetually cold, and the frigid temperatures were not helping. Qrow smirked as he jerked his head in a way to signal his friend, "Hey Tai, I think Summer is cold."

Taiyang then winked at Raven, and as if on queue, the two simultaneously wrapped their arms around the girl in white, rubbing her shoulders for warmth whilst also teasing her mercilessly for her inability to keep in any body heat. The invasion of her personal space made the reserved girl blush so fiercely her face assumed the same shade as the streaks in her hair. "Look Raven, we seem to be doing the trick, Summer is going redder than a lobster!" The comments only made the poor girl go even more scarlet, all the while stuttering out protests.

Qrow laughed as his teammates continued the onslaught on Summer's personal bubble. They had grown to be such great friends over the last year and a half. They had truly become a family of sorts, dysfunctional as they were. Taiyang and Qrow had formed a friendship instantly. Taiyang's recklessness and Qrow's fearlessness combined to create one of the most troublesome duos Beacon had ever seen. After six months, The two were already legendary pranksters and regulars in detention. Summer and Rose, however, complimented each other perfectly through their differences. Raven's sharp tongue and outspoken personality would often find herself in predicaments that Summer's diplomatic nature had to remedy. Conversely, Raven forced Summer to embrace her social side which was to the benefit of all who met her.

Qrow was staring absently into space as Summer finally extricated herself from her two teammates. He thought back on the many fond memories he had formed in such a short time at Beacon. He was jolted from his reverie as he suddenly caught sight of a glimmer below and to his right apparently in hot pursuit. As he peered intently into the darkness, searching for it to appear again, Ozpin sat down across him. "I thought I saw something in the darkness." the future huntsmen said tersely, a slight quavering betraying his own excitement and anxiousness. The older man smiled gently down at the youngster before looking off into the night.

"Calm down Qrow, we aren't in any danger here. We are merely following the Laufen river up to its melt point. You must have seen the moon's reflection in the water." Qrow's shoulders relaxed as Ozpin's words registered. "The view of the Schnee manor is a sight to behold, and trust me, with the full moon tonight we will have the best possible lighting for a first viewing." Ozpin absent-mindedly turned toward the shattered moon and added chuckling, "Well at least as full of a moon as we will see any time soon."

After a few more moments of flying the pilot began to slowly bank the craft to the left toward a small landing pad. The maneuver afforded his passengers an uninhibited view of their destination. A thin stretch of road with evergreens lining both sides extended from the landing platform below them towards what could only be described as a castle. The lights from the large, vaulted windows cast warm shadows on the snow covered lawn, which was a clearing roughly a hundred yards on either side of the road that turned abruptly into wild forest. And as Ozpin had promised, the cloudless sky allowed the moon to reflect in all its glory across the vast lake to the manor's rear. Gasps went up from the members of team STRQ, just as they had when the crew had first encountered the skyscrapers of Atlas. Only this time, it was the serene beauty of nature that had enraptured them.

The children could make out several forms approaching the landing pad that was quickly rising up to meet them. As soon as wheels hit pavement, several of the people waiting for them hurried forward and claimed their bags. Ozpin and his enthralled students vaulted down out of the cabin just as three well dressed figures stopped in front of them. As the attendants shuffled off, loaded down with the team's possession, Ozpin and a tall man with sharp features and closely cropped white hair walked towards each other and embraced. The two exchanged a few hushed words, a smile, and then both turned towards the rest of the new arrivals. "I am Eis Schnee" the man began before motioning for his two companions to come forward. A woman with hair that was the faintest shade of blue pulled up in a bun stepped forward with a young girl in tow. "This is my wife Kristal," the woman smiled kindly, "and my lovely little princess, Winter." The girl blushed and frowned slightly at the statement. She hastily began staring at the toes of her blue boots, with the stark white hair of her paternal lineage escaping from beneath a matching blue hat.

Ozpin motioned towards his troop and began their introductions. "The one in the white coat is Summer Rose. The one in yellow is Taiyang Xiao-Long. The one in the red jacket is Raven Branwen. And finally we have her younger brother, Qrow Branwen." Each saluted their hosts in turn, except for Qrow, who had been absently staring at the girl standing opposite him. Winter smiled as Raven _subtly_ nudged Qrow to remind him of his manners. As he dropped his head into a curt bow, Qrow swore he heard the girl giggle softly.

Rubbing his hands together, Eis proclaimed the group waste no more time, "Well let's get inside. Our help has prepared a wonderful meal for all of us and I won't let it go to waste." With that the group began making their way toward the manor, excitement pouring from the younger members. Qrow was suddenly very thankful for the distraction and the darkness, for it hid the scarlet blush that had erupted across his face.

* * *

Winter

After the short walk back to the house, Winter and her parents showed their guests to the main dining room. The light from the chandelier provided a comforting yellow glow to the room that she had always equated to the feeling of home. The furniture was made from lightly stained wood, which nicely accented the cream colored walls. During the summer months they made the room a light and merry place where Winter spent many days discussing the finer points of bug-hunting and flower-picking with her mother and father. The fireplace behind her father was radiating some much needed heat into the room, and she knew that there would be a fire burning in that hearth more often than not in the next few months.

The housemaids ushered each of them to their respective seats, bringing glasses of water to all and a glass of dark red wine each to her parents and their friend with the unkempt grey hair. Her father was seated at the head of the table with her mother sitting as she normally did to his left. The man from the airship sat in her usual seat and was discussing business with her mother and father. She had chosen to sit next to her mother, and she felt a twinge of nervousness when the three oldest members of the newcomers chose to sit next to her rather than the younger boy with messy black hair. She was somewhat shy, and had hoped to sit next to someone closer in age to herself. However, that nervousness faded into excitement almost immediately as she remembered they all were huntsmen and huntresses. _Father and mother said they are supposed to be some of the best!_

For the past week, Winter had thought of little more than the four brave warriors that were coming to meet her. After her parents had finally explained to her the truth behind the dangerous Grimm and the brave men and women that fought them, she decided that she would become one as well. She had felt so proud when she heard her parents did the things that heroes did in fairy tales. For the past two years she thought of little else. _I can't believe I'm getting to meet them!_

After going back over everyone's names, the guests began settling into conversation with each other and their hosts, but it wasn't long before a train of servants carrying platters of food entered the dining room. Winter watched as the group of newcomers stared longingly at the spread that was quickly building up in front of them. For a few seconds everyone was still, but upon Ozpin's insistence to dig in, a flurry of knives and forks descended on the meal. The two boys grabbed heaping portions of food as quickly as possible. It wasn't long before the two made a rather large scene fighting over a small hen, with the result of losing out entirely to the girl with a long mane of unruly black hair.

"So do you guys eat like this all the time?" Raven plucked the remaining bit of meat from the bird she had stolen from her two compatriots, and sighed contentedly.

Winter had tried with all her might to maintain her manners, but in the face of overwhelming immodesty, she had forgone her own utensils and joined in with both hands. "Of course not, we only ever eat like this when one of father's co-workers comes over," she set down the bone she had been gnawing on. "I like it more when mother cooks for us. She is the best… although the cooks are pretty good too."

"Do they work year-round for your family?" Summer set down the finished bowl of chowder she had scarfed down and looked attentively at Winter.

"Some of them either live on the grounds or close to it, but not all of them. There are more here tonight than normal. Probably because you are all here. There will be a lot to clean up tonight!"

"Wait they clean up all this too?!" An incredulous Qrow leaned forward in his chair, the movement slowed by the food that had stuffed his belly. When Winter nodded affirmatively, he whistled at his amazement. "Wow, what I wouldn't give for that. Do you even have to do anything then?" Eliciting a frown from the young girl.

"I still do some chores, and I bet I do more than you!" She shouted back at the smirking boy.

"She certainly can't be doing _less_ than you, you've got to be one of the laziest people I've ever met Qrow." The blonde boy's comment only widened the boy's smile.

"You're one to talk Xaio-Long."

"At least I'm not delusional, I know have some flaws."

"What can I say, it's a curse being perfect." Winter merely rolled her eyes as the rest of his companions snorted.

"Qrow, the day you are perfect is the day my hair miraculously turns black again." The man with glasses had broken of his conversation to chide the young huntsman.

The boy merely shrugged in response leaning back in his chair, but the girl who happened to be his older sister piped in, "Unfortunately Summer and I have to do a lot of picking up after them." the other girl closed her eyes and nodded, seemingly recounting the amount the two would owe them in the future. "We haven't exactly gotten them housebroken yet." Qrow and Taiyang both huffed at the slight.

Seeking to change the subject, Taiyang spoke up, "So is it just the three of you here, or do you have any brothers or sisters?"

"It's just us, but it is fine. I guess it does get lonely sometimes… especially when father is away for work… But mother is always around and there is always something we can do here." She smiled at the thought of the times spent with her family. They had been close ever since she could remember. She had been adored her whole life, and she could see her parents loved each other very much. She had asked in the past for a younger brother or sister, but so far her parents had denied her one.

"So do you have any friends- ow!" Raven smacked the black haired boy with a look of exasperation on her face. "I _meant_ do you ever have any of your friends _visit_ you? Jeez Raven, what is your deal?"

Winter cast her eyes down towards her plate, for this was one of the few things in life Winter had never had a lot of. She had never lacked for playmates, but they had always been the children of someone from father's work. They would get together on occasion, but she rarely would see someone with enough frequency to develop a real bond. The fact that she had been tutored at home the past five years had only limited her social interactions further. "I've never had that many close friends… But I will be going to a public school after the new year!" Winter cheered up slightly at her own comments. She had spent many trying nights in an effort to convince her parents to allow her to continue her studies at an actual school. "I hope it's not that hard meeting people there though." This worry had been eating away at her ever since the moment that her parents had acquiesced to her request of enrolling.

"Well I don't think you have to worry too much about that, Winter." Summer smiled pleasantly at her. "You seem to be a funny and engaging young lady, and people will surely love to get to know you." Winter watched as the rest of them nodded in agreement and felt her cheeks redden and tighten into a smile.

As deserts were brought in, Winter asked her guests where they were from and why they had come. "We all go to a school called Beacon in Vale. We are learning to be monster hunters!" Taiyang flexed his bicep in an attempt to impress her with what he thought were muscles. Winter had to smile at that. _So they aren't really huntresses and huntsmen yet, but still they must have fought Grimm!_

"As for why we are here," Summer took over for Taiyang then "We are on a mission." She began explaining that she was the leader of their team. She was apparently responsible for their safety and that they had met at this Beacon academy. "Ozpin brought us out here to help protect you while he and your father are away, and they want us to help train you in some of the things we learn at Beacon."

Winter's eyes widened as big as saucers at this. She turned to see her mother and father smiling brightly back at her. "What do you think Winter? Do you want them to teach you how to become a huntress?" Kristal smiled as Winter's mouth hung open. She threw her arms around her mother and practically squealed with delight.

Winter turned back to her soon-to-be teachers to see them all smiling. Raven spoke first, "Don't worry kid, we are the best at Beacon so you're bound to learn a bunch from us."

"So what are we going to learn about first!"

Summer couldn't help but laugh at her exuberance, "Well we should probably teach you about aura first, it's what keeps you safe during battle. Being able to protect yourself is probably the best place to start I guess!"

"Are Grimm as scary as they are in the stories?"

"Grimm are extremely dangerous to people who aren't trained to deal with them, but if you've been trained to deal with them they aren't so bad" Summer trailed off as she saw a small look of worry cross her face.

"But what if there are a lot of Grimm or if there are some really big ones?!"

"Well that's when you gotta realize your limits and run." Taiyang answered this question for her. "Trust me, learning not to rush into a fight was one of the hardest things I had to learn."

Finally, Winter turned to Qrow and asked, "And how does someone as small as you fight monsters?" All of the guests except for Qrow were staggered with laughter, clutching at their sides or covering their mouths while the boy glared at her.

"I do just fine, don't you worry. And I think you'll regret that comment tomorrow."

"I don't know Qrow… you better watch out, she might accidentally step on you!" Taiyang barely managed to cough that out between fits of laughter, and it only led to more laughing. Winter smiled broadly at them all. This had become a dream come true. She was actually going to learn how to become a huntress, and she had just met four people who she already liked more than any of the other children she had met.

"I know we are all excited, but if we are going to start training tomorrow, we need to get some sleep first." Kristal's raised her hand preemptively to silence any complaints from her daughter and the other children. Slowly, everyone began to rise from the table.

"You all can follow George. He will take you all to your rooms." Eis waved forward the butler who had just entered the room. "And Kristal, can you put Winter to bed, Ozpin and I have to prepare for our trip."

Grudgingly, Winter took her mother's hand as the two of them exited the dining room in the opposite direction as their guests, leaving the two men behind. Winter babbled on unceasingly as she and her mother ascended the stairs and down the hall to her room, the young girl's long hair bounced every which way as she danced around.

"I wonder how strong they are! They didn't seem to be that old. Are you sure they are going to be able to teach me how to be a huntress?" Her mother smiled as she listened to the questions in rapid succession.

It wasn't until she had gotten her daughter changed into a nightgown and tucked into her bed that she interrupted her train of thought. "You'll have plenty of time to find out in the morning, Love." She leaned down to kiss the center of Winter's forehead. "But for now, you need to get your rest. Goodnight Sweetie."

"Goodnight mommy."

It would be several moments after her mother turned out the lights and shut the door before she would properly settle down. Thoughts of monsters and brave knights swirled around her head, and she imagined herself as one of them. She had these daydreams frequently, but for once, she thought they might become real.

* * *

Ozpin

Ozpin watched as his charges followed the butler to where they would bunk for the night. They were still wound up from the lively conversation they had been having with the Schnee heiress as well as from all the pent up energy from the long trip. He was pleased to see how quickly they had taken a liking to Winter. _This week will be great for them to develop friendships. Hopefully, they will last for a good while._

"They certainly seem excited for their mission, Ozpin. They definitely have the desire necessary to become quality protectors." Ozpin turned to face the Eis Schnee as he approached. "Kristal is putting Winter to bed, I'm afraid she may be a handful tonight. She hasn't had this many people visit her in such a long time, especially those close to her age… Unfortunately, work has kept me too preoccupied to set up playdates with some of my colleagues children." He gave Ozpin a resigned shrug. Ozpin knew his friend had been under a lot of stress lately, not the least of which was trying to deal with a young daughter.

"So, she finally was able to convince you to loosen your iron grip on her education?"

Eis smirked and gave an exasperated sigh, "I've run out of tutors who can actually teach her anything new!"

"I don't doubt that," Ozpin chuckled. He had seen Winter's intelligence first hand in many of his visits to the Schnee household. "She will do well in a public institution, and it can only be a good thing for her social skills."

"I know she wants to eventually make it to Beacon, and I don't have any doubts she will get in…" Eis gave his friend a knowing smile as he motioned for Ozpin to follow him.

"You know I will put in a good word with Cassandra, but if she trains her hardest she won't have any issue getting into our academy. And besides, I've brought her some excellent tutors."

Eis led him out onto a terrace overlooking the backyard and the lake shimmering beyond. "I hope you are right… However, they seemed to be more suited to being playmates than protectors." He rested his forearms on the balcony in front of them. "Why did you bring such a young group Oz?"

"They are fully capable of this mission. I wouldn't have brought them if they weren't ready. And you know as well as I do that a Maiden and her Protector should always have as strong a bond as possible. It's never too early to build on that."

"It _is_ too early to think about that." Eis replied curtly. "Besides she-"

"It's most assuredly not too early to start discussing this. You know as well as I that we need to make sure we are fully prepared for this." Ozpin cut him off before moving to join him at the railing. "I know this is hard, but you do need to face this eventuality."

Ozpin watched as wetness formed around the other man's eyes. Eis blinked and looked into space for several moments before nodding. "I know. It's just- Ozpin I just wish we had more time." Ozpin nodded. _This man has gone through so much since we've met. I wish I could afford him the peace he has earned, but he knows what we must do, the importance of this._ "So how many of the reports have you gotten to read?" Eis clearly wished to change the subject.

"You know I've read them all."

The remark seemed to lift his spirits somewhat. Eis chucked softly at his friends flippant remark, "Of course you have. Then you're aware the rebels have taken back Schmeid." When he nodded, Eis continued. "Well then you must understand the military's need to reclaim that region. A full quarter of the military's production facilities are in that city… and so are a third of my refining capability."

"So you oppose the rebels purely out of business reasons? That doesn't seem like you."

Eis's face darkened, "You know my family would be in danger if that bastard regained his power. I threw in my cards with General Lowe… for better or worse."

Ozpin reached over and patted the man on the back, "That bravery will not be forgotten my friend, and you know I will always do what I can to help. Speaking of, do you have any more intel for me"

Eis smiled back at him, "Well this will help to repay some of your debt. I haven't heard much more from my agents inside the city, but you can read through all of what I've gathered on the way there. I arranged for us to take a transport from here to one of our outposts in the west. There are good men there that need some help infiltrating the city." Ozpin nodded at the man. _They must help help weakening their defenses prior to an invasion. So be it, Mortimer can not be allowed to gain new followers._

"Well Winter is certainly excited to spend more time with your students Oz!" He and Eis both turned to see Kristal striding out onto the patio. "She is going to run your team ragged trying to keep a watch on her. She has been anxious all week to meet some other huntsmen. The woman walked with a grace that spoke to years of training. He had never dueled the woman, but he had heard from countless people of her martial prowess.

"I fear your daughter will be training my team more than they will be teaching her!" Ozpin laughed as the woman finally reached them and wrapped an arm around her husband. "It's a shame I won't get to stay much longer. It has been far too long since we last saw each other."

Kristal smiled gently, "Don't worry we will get plenty of chances in the near future, but I hope you know you won't be able to keep dragging Eis away on secret missions all the time."

"I wouldn't dare." Ozpin bowed in mock deference at the woman.

"Just a few more minutes dear, and then I'll be up to say goodbye. I have a few more things we need to discuss."

"Alright, well I am headed to bed. Don't worry Oz, I'll take great care of your students." She then grinned mischievously as she added, "Besides, they probably need a real teacher to help get rid of the bad habits you probably helped form." She roughly patted Ozpin's arm in a way that said quite clearly: _don't worry, you're doing your best, don't blame yourself for their incompetence_. All he could do is shake his head as Kristal firmly planted a kiss on Eis before retiring.

"She hasn't changed a bit." Ozpin watched as a wolfish grin spread across Eis's face.

"No she definitely has not." The two turned back to study the light that danced across the lake.

After several minutes of peaceful contemplation, Ozpin broke the silence, "Well I hope that Winter and her protector can start developing a strong bond. It's a bond that will serve them both profoundly throughout their lives." The other man nodded in agreement. Ozpin smiled slyly, "Besides, a protector who cares deeply for their maiden will do anything for them… as you and Kristal must have realized." Eis returned his smile.

After a few more moments of thought, the man abruptly pushed himself back from the railing again and looked at his watch. "Well shall we go get our supplies? It won't be long before that transport arrives."

Nearly an hour later, the two men watched as a transport descended out of the inky black sky. The military personnel inside assisted them as they climbed into the spartan cabin. As it took off, Ozpin thought on the conflict he was about to leap back into and how he believed he had left this part of him behind forever. As the ship lurched forward he could only shake his head at how wrong that thought had been.

* * *

 **A/N:**

 **Phew! It has been so long since I've actually taken the time to write something. It feels good to get back into it! With that said, I hope you all enjoyed reading this as much as I enjoyed thinking about it and finally writing it. I would love some feedback since I'm shaking off some of the rust.**

 **This is my attempt to hash out a headcanon I have been pondering on since the addition of Winter and Qrow to this season of RWBY (best characters btw!). Basically, the siren call that is the backstory behind team STRQ and the Schnee family was just too strong for me to resist. My goal is to stay within the bounds of the canon as much as I can, but we will see how that changes as the series progresses. I have some interesting scenes planned for you all, and I hope you enjoy the ride!**

 **Also, fair warning: the M-rating will become apparent as more adult themes crop up, but I won't go overboard just for the sake of it.**


	2. Chapter 2

' _After the great world war, Atlas gifted the Cross-Continental Transmit System (CCT) to the world. Remnant stood in awe of the communication marvel. The system originally allowed small data packets to be beamed from one major installation to another. Over the years, the technology was expanded upon, allowing even greater levels of communication between the world powers. There have been concerns over digital attacks on the system, but the brightest minds in Mantle have denied the possibility.'_

* * *

Qrow

As the first rays of light crept into his room, Qrow sat with his back propped against his bed. His chest rose and fell steadily as he felt the sun slowly warming the room. The steady breathing helping to drive out the final vestiges of the nightmares that had woken him. He watched as a pair of birds flew across the grounds, heading for the treeline. The window he was currently looking out afforded him a view of the entire eastern end of the property. The sun that was stretching out across the lake forced Qrow to squint as he tried to study the mountain peaks behind the water. They hadn't noticed it the night before, but the mansion stood at the base of a rather large mountain range. In the faint pre-dawn light, Qrow had been able to make out the glacial melt river that was feeding the lake.

Taiyang rustled his sheets as he rolled over desperately trying to cling to sleep. Qrow settled himself with one last deep breath before he stood and walked over to his pack. After changing into a fresh set of clothes, he shouldered his the bag and padded over to Taiyang's bunk to give him a gentle shake. "Come on, man. Get up."

Taiyang stretched himself out to his fullest extent and yawned loudly, "guhhh, I know, I know... just… hold on." The young man made to roll back over, but Qrow caught his shoulder and gave him a rougher shake than his first attempt.

"You've gotta get up. We are supposed to be ready to go at seven…" Kristal had been explicit on their plans the night before. Qrow pulled out a silvered pocketwatch and thumbed it open. "It's six-thirty, if you miss breakfast it's not my problem."

"Screw you, dude."

As Qrow left the room he could have sworn he heard Taiyang mumble several obscenities into his pillow. As he walked the long hallway to the main staircase, he noticed the echo of his boots click-clacking on the hardwood floor. _This place is so empty. How can only three people be living in this place? What on earth could they possibly need all this space for._

The nightmares had forced him to recall the trying circumstances he and Raven had dealt with early on in life. Qrow felt a twinge of jealousy as he thought about the two room apartment he and Raven had shared the previous three years. _Its unfair. This place could house at least ten families._ He looked around and wondered how many of the people that had huddled on the streets with them could have slept safely in these halls. These thoughts combined with a lack of sleep had soured his mood by the time he reached the first floor, but the scent of fresh coffee snapped him out of his train of thought.

Qrow followed the source of the welcome aroma to the kitchen just in time to catch the blue haired hostess frying up a batch of scrambled eggs. Winter and his other two teammates had already begun eating. They were slowly picking at the half eaten portions of various fruits and pastries on their plates. Winter was anxiously looking around clearly excited to start training. His teammates, on the other hand, barely qualified as alive let alone awake. "Go ahead and grab some food Qrow, the eggs will be done in a few if you'd like to have those. The coffeepot is on the counter over there. I didn't know who was a coffee drinker so I just made a small batch." Kristal had tilted her head in the general direction of the counter she was referring to without so much as looking.

The five of them wordlessly finished up their breakfast, and as Qrow soundlessly nibbled on the last bit of his bagel, Taiyang shuffled into the room. Summer giggled as she caught sight of his hair standing wildly on end. "Oh shut up. I tried combing it, but it just wouldn't go down." Taiyang sat down heavily and was halfway through loading up his plate before he noticed Kristal staring at him with hands on hips.

"Do you make it a habit of being late for assignments?"

Taiyang's face froze in confusion, the piece of toast he had begun eating halfway up to his open mouth. "I uh… what… what time is it?" His eyes searched anxiously for a clock.

"Six fifty-eight."

"I thought I... We aren't supposed to start till seven."

"Correct, so now you have one minute to eat whatever you want. At seven we are all going to loosen ourselves up with a quick jog around the grounds. _You_ will be doing a few extra laps."

Taiyang grumbled pitifully before attempting to stuff his face as quickly as possible. Qrow couldn't help but snicker at his teammate. _I warned him not to miss breakfast!_

"And what are you laughing at Qrow?" She whipped her head around so furiously that he was surprised her neck didn't snap.

"But I… I told him to get up. He-"

"I don't want any excuses! You two were responsible for waking each other up! You can join him on his extra laps." She turned and strode out of the kitchen headed for the yard. _Perfect, this morning couldn't get any better._ Winter's chuckling only darkened his mood further.

The group filtered out onto the backyard, and they shivered as they stretched in the cold morning air. Eventually, Kristal motioned for them to follow her. She set off towards the lake practically at a dead run. Qrow and his fellow training partners let out a collective groan before falling in behind her. After two laps around the clearing, Kristal called for the girls to work their way back to the house before shouting out at the two boys. "You two give me another two laps! And don't slack off on the pace!"

After another grueling six minutes of running, Taiyang and Qrow collapsed against the side of the mansion with their chests heaving. Winter, Summer, and Raven were still flushed from the exertion, but they had caught their breath once again. Qrow was impressed that Winter had been able to keep up with them during the run, and it showed that she must have already started some kind of training regimen. Kristal didn't even seem phased by the exertion, and the only indication she had done anything were a few beads of sweat that had formed on her brow. "Taiyang, Qrow, you two will start by sparring. Who is the best here at aura control?" Summer confidently raised her hand. "Very good. Then, Raven, you are with me. Summer, I want you to introduce Winter to aura training."

"A few… minutes… Igottacatchmybreath…" Taiyang wheezed the plea hurriedly between gasps.

"Fine, two minutes."

Spasms ran through Qrow's abdomen, and all he could do was roll over onto his knees and hurl his breakfast onto the lawn. Qrow glanced up to see Kristal shake her head , "You all need to work on your conditioning! You two better be sparring in five minutes."

After collecting themselves, the group paired off as Kristal had specified. Qrow and Taiyang grabbed their weapons from their packs and walked to an open area away from the group. Taiyang pulled his bracers over his forearms while Qrow extended Moonlight Serenade in front of him. Fully extended, the longsword was taller than he was by a full foot.

"Come on, you've got to use the scythe." Taiyang settled himself into a balanced stance, one foot forward with his hips over his back foot. He raised his fists up in front of his face as Qrow raised his sword up and over his back touching the tip to the grass behind him.

"I don't need the scythe to get a few touches." Qrow and Taiyang sat in their stances for a few seconds, bodies tense ready to spring forward.

Qrow leapt forward. Two strides took him within a meter of his opponent before Moonlight Serenade arced from behind his back in an overhead chop glancing off of the shield that had formed on Taiyang's right arm. Qrow had swung the greatsword with all his might, and it embedded deeply in the soft turf. Taiyang took the opportunity to spin, using his momentum to lash out with the same arm he had blocked with, Baohu collapsing back into the gauntlet. Qrow had already begun collapsing his sword, and he rolled forward, leaping out of the way of the blow. Moonlight Serenade was already extending back to full length as Qrow turned back to face his sparring partner. Taiyang lunged forward rolling combos of punches and kicks, all of which Qrow turned aside. Qrow's countering slash clanged off of the other kite shield that Taiyang had raised up to his chest.

Taiyang's fighting style was the perfect foil to his own. Qrow's aggressive nature and use of a two handed greatsword left him with little in the ways of pure defense, and when he used his scythe he was even more vulnerable in close quarters. On the other hand, Taiyang loved to fight defensively using Baohu and Baowei, the shields that extended from his bracers, to thwart attackers. He tended to attack only once he had gotten within his opponents defenses. And if you finally managed to land a blow or two, you wound up paying for it.

While the two were deadlocked, Qrow depressed the button underneath his left index finger. The blade began to split with the segments closest to the tip rotating in towards the blonde, the handle simultaneously extending into his right hand. Taiyang tried to spin back to intercept, but he was too slow. The tip of Moonlight Serenade glanced off of his aura with a bright yellow flash erupting between them.

"That's a point for me!" Qrow shouted at his teammate.

The two clashed a few more times, trading blows between themselves. "I thought you said you weren't going to use your scythe." Taiyang grumbled, obviously feeling cheated by his sparring partner. Qrow merely shrugged in response.

Raven and Kristal walked over smiling, "You've gotta be ready for anything." The older woman patted Taiyang on the back, "You both have a ton of skill. I've severely underestimated the lot of you. You have more ability than I had at that age. Where did you train before Beacon?" Their match must have concluded before Qrow's allowing them to watch a portion.

"I was the top fighter at Signal Academy, it's a small combat school just off the coast of Patch." He grinned at the women as he had finally seemed to gain some respect. Qrow could only think about the countless times he had to defend himself. _Raven and I had to become good fighters. We didn't have a choice._

"I got a lot of help from Ozpin. We had some private lessons." Qrow spoke up as Kristal nodded.

"Ozpin is a great fighter. I'm not surprised you picked something up from him. Well we should all take a small break, perhaps change partners before we-"

A shout of frustration cut through the stillness of the ground, and the group looked over to see the Winter's fists clenched by her sides. "I AM TRYING! I JUST DON'T KNOW WHAT I'M DOING WRONG!"

Summer had raised her hands up trying to get the young girl to relax. "You are getting close, let's just try again."

"It doesn't make any sense, I can't get it to go where I want!" the girl had calmed down somewhat, but Qrow could sense the exasperation in her voice. "I just can't do it!"

Qrow frowned at her then. _Is she just going to give up? If this is what happens anytime she has to do something hard she is in for a rude awakening._ He automatically turned and took a few steps towards her. His voice cut across the grounds, "Are you going to quit then!? If you are going to give up this easily, you might as well forget about being a huntress!" The foul mood he had felt earlier had dissipated somewhat during their exercise, but it had come flooding back upon hearing the heiress casually toss out the word 'can't'. _She's probably has never have had to earn anything before._

The girl whirled around to glare at him with tears beginning to well up in her eyes. After meeting his stare for a few moments, Winter took off towards the forest, with Summer calling for her to stop.

"What the hell was that about Qrow!?" His sister strode menacingly over to him and growled, "It's her first day and she'd been at it for two hours!"

Qrow would not be intimidated. "Exactly! She just gives up like that?!"

"That doesn't give you the right to be an asshole!"

"She's ten years old for goodness sake!" Summer had come over to join in with Raven berating him.

"If I remember correctly, it took you months to learn how to shape your aura effectively." Qrow had no response to his sister's scolding. "You _better_ hurry up and get her before something else does."

"Don't worry there aren't any Grimm anywhere near that forest." The older woman sighed before adding, "She does this when she gets upset. She doesn't like anyone to see her struggling, and she won't come out of there until she wants to… but she better get back here before the blizzard hits."

Qrow and the rest of them gasped. It had been cold, but there had been no indication that a storm had been approaching. All at once, the group noticed the grey blanket of clouds that had formed overhead. Qrow looked back to see concerned looks on everyone's faces, and his sister continued to glare at him. _Well, shit. Maybe I shouldn't have yelled at her._

"Alright, lets spread out and search for her, Qrow you do your thing." Summer gave the order, and the team sprang into action. They all rushed into the forest while Qrow stood at the threshold. A raven had perched above him, and he slowed his pace as he noticed it.

The bird cawed at him as he stared at it. He closed his eyes, a portion of his consciousness rushing away from his body. He could almost feel the tendrils of thought wrap around the bird. The beast shrugged once at the intrusion and then stood still. ' _A girl in white… find her quickly … report back to me.'_

' _As you wish, master.'_

Qrow opened his eyes as the raven took off from his perch. It rose quickly and began circling over portions of the forest with its eyes carefully scanning the ground below. Finally, Qrow lept into the brush, eyes searching for more birds he could send out looking for Winter.

* * *

Winter

Winter was breathing heavily when she finally came to a stop in the middle of the forest. She bent over at the waist trying to catch her breath, but it was hard with her nose running. She had cried all the way to the forest, but she had wiped away the tears to keep from tripping over the roots and rocks that attempted to slow her down. She had been running for five minutes at a sprinter's pace fueled by shame, embarrassment, and anger. _Why did I have to do that?... I shouldn't have given up so easily!_

The shame and embarrassment were the only things that kept her moving deeper into the forest, and as the anger faded, so to did her pace. She thought back at the way Qrow had yelled at her. That boy was maybe four years older than her, but he had chastised her the same way her mother would. _Who does he think he is?..._ But she knew he had not been totally wrong. _He looked so skilled fighting that other boy… and his sister was able to stand up to mom. They moved so fast I could barely keep track of them._ The way that she had acted had been embarrassing, but she was more embarrassed about her attitude going into the training. _Who am I kidding? Why did I think it was going to be easy?_

She had been so excited to train with the young huntresses and huntsman, but aura control had not been what she was expecting. She had been able to sense her aura for some time now, but she had never even attempted to do some of the things Summer had asked her to do. She had been fine with bringing forth her aura, and she could have sworn she had impressed her tutor at first. She had sat there in front of Summer for several minutes while the familiar white energy formed a thin layer around her person.

But then Summer had told her to start trying to shape her aura. Winter had been utterly confused at this demand. How was somebody supposed to shape the force field around them? But Summer showed that it was possible. She had watched as a faint red glow had begun to surround the girl. As she sat there, it _changed_. Winter had watched as the red glow began to fade around her head and body, but her hands started glowing so brightly that she had to look away. As Summer allowed the light in her hands to fade, she began to explain that aura could be commanded, somewhat, to shift to its owner's will. With some careful practice, she would eventually be able to draw her aura into her hands creating a veritable fist of energy.

Winter had sat on the ground focusing on her hands for over an hour, but she had been unable to create a single ripple in her aura. Summer had offered her some advice, but it had only drawn her focus away from her studies and to the sparring. As she had watched the younger boy fight she felt a pang of jealousy. _He probably never had a problem trying to do anything._

She came to a halt in the middle of a small clearing. She had been running without direction this whole time, but subconsciously she had been drawn here. She had barely recognized the place in the light dusting of snow that had begun to fall. This place was one of her favorite spots in the wood, and she sat down in a huff at a log underneath an old birch tree. She stared up at the nest of turtledoves she had discovered a few days ago. The two grey birds cocked their heads at her before cooing as a raven landed gracefully on a branch above them.

The newcomer cawed almost knowingly at her as she stared up at it. The raven lifted off almost immediately, swooping over her head to land on the black haired boy's outstretched arm. Qrow shook his head at the bird before it took flight. She frowned reflexively, "What do _you_ want?" The question stopped him dead in his tracks.

"I- well we- my team came out looking for you. The weather is getting pretty bad so we should start heading-"

"I'm not going back with you!" she yelled at him before crossing her arms and spinning around fiercely.

"You're so ungrateful! We were trying to help you before you ran off!"

"AND YOU'RE A JERK!" Winter's shoulders rose and fell as she breathed heavily. Qrow's comments had struck the raw nerve that had been exposed earlier. She felt fresh tears coming back to her eyes. "I was trying so hard… but all I could do was disappoint everyone." She sniffled and rubbed the corners of her eyes.

She could hear the crunching of fresh snow as Qrow walked over and sat down beside her. She watched out of the corner of her eye as he sat and stared up at the turtledoves in front of them. Finally, a sigh cut through the silence and Qrow said, "Winter, I'm sorry. I shouldn't have yelled at you… I just don't like seeing people give up."

Winter pulled her knees to her chest and rested her chin on her arms. "I didn't want to quit… but I just got frustrated. I was mad that I couldn't do it, and Summer was making it look so easy, and its-"

Qrow laughed then, bringing a frown back to her face. "Summer makes everything look easy. Don't try comparing yourself to her. And you definitely didn't disappoint any of us… until you quit that is." She relaxed as she saw the calm look on Qrow's face. "Besides if Summer thinks you were doing a good job, you probably were."

"It didn't feel like I was doing a good job…"

"You are still way younger than I was, and If you can figure out aura control this early, I bet you'll be pretty good at everything else too."

Winter let herself smile slightly at the compliment. "You are a really good fighter, I… well I got distracted a little watching you fight that other boy… oh and your sister and my mom."

Qrow smiled at the compliment before he sighed and shook his head. "Your mom is pretty serious. Getting yelled at this morning didn't help my mood…"

"My mom really likes you guys though. She seemed to be really impressed by your fights."

"Your mom really scares me." This made Winter laugh. Her mother took things very seriously, but she had always been supportive of her. She demanded hard work, but she had never been harsh about it.

"I just want to make her proud of me… That's why I want to be a huntress. I want to learn how to be as strong as her. That's why I was so upset at not being able to get aura control." Qrow had gone back to staring at the birds. "Why did you want to become a huntsman?"

Qrow's face darkened, his brow wrinkling as if he just tasted something bitter. "Raven and I have been fighting for as long as I can remember… We had to." The boy laced his fingers together and stared at his toes.

"Why?" She said it so softly that she wondered if Qrow had even heard her. The way he had said he had to fight made her nervous to pry for some reason. Just as she thought he must not have heard, he cleared his throat.

"Raven and I lived in a small village just outside of Vale. One day we were out playing in a field maybe a mile away from our house… We fell asleep there, and when we woke up it was just beginning to get dark." She watched as the boys knuckles began to go white. "Right before we got back to our village Raven tackled me… She held me down and covered my mouth. I- I don't know how I didn't see it before but our house was on fire."

Winter's eyes went wide as she covered her mouth, but Qrow continued on. "Raven had seen them somehow - Grimm I mean. While we were gone they attacked our village, and our parents- they- I-" Qrow couldn't finish the rest of the sentence, but he didn't have to. Winter was able to piece together the rest. _Grimm killed his parents!_

She could not fathom losing either of her parents. The idea seemed impossible. As the thought of never seeing her parents again played out in her head, she watched as Qrow pulled his hands up to cover his face, and his breath hitched as he sobbed into them. Suddenly, Winter was crying as well, and in the flurry of tears she had wrapped her arms around him.

Winter buried her face in his shoulder as she felt her tears begin to wet his jacket. She felt him lean into her. The boy was not much bigger than she was, but he felt small hunched over. She tried holding him still as he trembled both from the cold and the fit of emotion.

She had gravely misunderstood the boy. He had seemed cocky and rude at first, and she had never expected to see this from him. _What did they do? Who took care of them?_ Winter knew she lead a good life, but she had never encountered another person who had lived through these kinds of hardships before.

Slowly, both children calmed down. Their sobbing lost its intensity before dying away. Qrow wiped the final tears from his now puffy eyes before saying "I'm sorry, I didn't sleep well last night. I was dreaming about it again."

"It's OK, I'm sorry I brought it up." Winter mumbled the apology into his arm as the two began to regain their composure. As the two began to realize how close each were to one another, blushes came forth to their cheeks. Neither was due to the cold.

"It's not your fault… But thanks." Qrow extricated himself and rubbed the back of his head. He watched her as she rubbed her eyes with her sleeve before changing the subject. "Well I'm getting cold, can you please come back with me now?" Winter could only nod in agreement, as their original spat had long been forgotten. The two rose from the log and dusted a few light flurries off of themselves.

The two then set off back to the mansion in silence. The snowfall had gotten thicker during their time in the clearing. _Well I'm glad he came to get me when he did._ A thought struck the girl As the pair walked back through the forest then, "How did you find me?"

Qrow could not contain his massive smile at that. "That's my special power, or semblance technically." His cryptic answer only leaving a confused look on her face. "For as long as I can remember, birds would always try and gather around me. It's probably why my parents named me Qrow. I could always seem to get them to do something. At first it was just simple things like landing on my hand or arm. I don't know when I finally realized that they could actually talk." He turned shrugged. "Basically, I can talk to birds."

"I'm not stupid you know…" Winter clearly did not believe him. _How dumb does he think I am._ She looked crossly at him.

"I'm serious! Watch!" She stood with his hands on his hips as he closed his eyes. After a few moments the same raven that had landed on descended and perched upon the boy's arm. He opened his eyes and scratched behind the bird's head, earning a hearty cawing. "I can use my aura to reach out and communicate with them, that's how I was able to find you. I asked to fly around the forest and find you."

Winter's eyes met the boy's briefly as she observed the bird. "That's a dumb power."

"It is not!" Her comment must have struck a nerve with the boy. It seemed like he had heard that statement before. "Its really useful for scouting! And it helped me find you didn't it? And at least I know what my semblance is!"

The thought of being behind the boy irked Winter, and she had a special talent of her own. "Well I can talk to ghosts!" Winter covered her mouth after blurting out her secret. _Why did I have to tell him that! He's going to think I'm a freak!_ But Qrow was just as unconvinced as she had been upon hearing he could talk to birds.

"Oh yeah, prove it." The way the older boy smirked at her made her face flush.

Winter held her hands out in front of her and closed her eyes in concentration. _Oh I'll show him!_ There was a bright flash and when she opened her eyes a pure white falcon was standing on her arm. The bird perched on Qrow cocked its head and cawed at the newcomer. It was now Qrow's turn to be shocked.

Winter stared sadly at the new creature. "I… I killed it a couple months ago… It was an accident… I just was trying to scare it off, and the rock hit it in the head… It was attacking those turtledoves!" She hung her head before continuing. "I wanted to apologize to him, and all of a sudden he was standing in front of me." She motioned to the bird.

Qrow looked from the bird to the girl before answering. "That's amazing! Winter, you know what you are doing?!" She shook her head at the question, allowing Qrow to continue. "You are using your aura to call back spirits! And wait, you can talk to him?"

"I think so, he seems to understand me… sometimes. I haven't told anyone because I didn't want them to think I'm crazy." She hesitated before asking, "You don't think I'm crazy right?"

"You're asking the kid that talks to birds..."

Winter could not help but laugh, and Qrow could not help himself from joining in. As the two of them whispered commands to their familiars, the raven lifted off, and the falcon faded away into a grey mist.

The two continued on down the trail, and when they arrived at the clearing they could see a blanket of snow that formed in the time they had been underneath the canopy. As they trudged through the ankle deep snow, Winter couldn't help but smile. Only a few hours prior, she had despised the boy to her right. Now she was joking and chatting with him in a way she had never been able to with anyone outside of her family. She could not help but smile at the fact that she had built a quality friendship.

* * *

Ozpin

Ozpin and Eis stood up groggily as their airship touched down in the middle of a makeshift airfield. Dry snow whipped around them as one of their military escorts opened the hatch to the cargo hold they had been situated in. As the early-morning sun glinted over the trees surrounding the clearing, Ozpin raised his hands to shield his eyes from the brightness. A man in full armor gestured for Ozpin to toss his bags to him, and he obliged before hopping out of the craft. The soldier hefted their bags before turning to Eis and offered a quick salute.

"I thought you were retired, Eis."

"I am. But old habits die hard I guess." The two turned to face two young soldiers that were striding towards them.

"Dr. Ozpin, Colonel Schnee. Colonel Lamb would like a word before you get situated." A man in his early twenties with jet black hair offered a crisp salute to them. Without waiting for a response, the one in an officer's uniforms turned and started abruptly towards their camp at the edge of the clearing with his escorts in tow. As they passed the camp's perimeter, they encountered several soldiers going about their daily tasks. A few murmurs and whispers followed them as they worked their way to the command tent.

The attention was not exactly what Ozpin had hoped for when he had agreed to this mission. He scowled at the thought of gossip leaking out of this camp due to their arrival. His lack of sleep and slight caffeine withdrawal were not helping the situation. Both men had barely slept during their flight from the Schnee manor, and they had spent a couple hours discussing the current state of the rebellion. It had been steadily growing worse over the last few years.

Ozpin had last been to Mantle three years ago, and the opposition to the military had all but died out by then in the populous areas of the country. The vast majority of the citizens had ceased supporting the Loyalists and their extreme measures well before then. The remainder of their supporters were forced to flee to the frozen tundra and wastelands in the northernmost reaches of the continent. When Ozpin had left the country they newly minted rebels could only manage small disruptions in the peace the military had created.

However, it wasn't long before some concerning reports began to filter out of the guarded country. Atlas had always had been adept at suppressing and doctoring the information that left their country, for their engineers had designed the CCT network along with the methods to censor it. But it proved challenging to keep millions of people silent, and slowly information trickled into Vale that the Loyalists were beginning to regain their following. Even more concerning were the reports that the former King Mortimer was still alive.

Officially, Vale would take no part in helping the military maintain their control over the country, but Ozpin would not have been here if it was not implicitly sanctioned. Vale had supported the military in their ousting of King mortimer just as unofficially, and the council had been reticent to allow him back into power. The citizens of Remnant believed in Vale's statement of non-involvement just as much as he did, but the openness with which he was being led through the camp did not sit well with him.

It also dawned on him the irony of the situation he was in. He had spent two years of his life supporting these very soldiers from the shadows. He had helped Eis and these men dodge the King's troops and raids, but now here he was helping them to crush their own rebellion in an open show of power.

The group halted outside of a large tent that could only be the command center of this outpost. As they walked through the flap in the tent they could see maps and charts canvassing almost every free surface. The young officer hurried to the side of a short man with closely cropped sandy-blonde hair and whispered hastily in his ear. The barrel-chested Colonel Lamb turned from the map he had been admiring to face them. Eis offered a salute.

"Put that hand away son, you know you shouldn't be saluting as a civilian." The older man grinned wolfishly at the two of them as he closed the distance between them. "Well I'll be damned, if it isn't the demon doctor himself. Eis, you just had to bring him along didn't you."

Eis smiled broadly back at the Colonel before answering, "He helped keep me alive for two solid years, I figure he's good luck." he finished by winking at Ozpin.

"Well they say only idiots refuse help when it's offered… or paid for." The Colonel then motioned to several empty chairs ringing a table that had been left relatively clutter free. Ozpin, Eis, and the young officer seated themselves as Lamb grabbed a pile of documents off of one of the various filing cabinets ringing the tent. "Here is all the reconnaissance we were able to gather before you flew in this morning." He said as he tossed the documents into the middle of the three of them.

As Ozpin and Eis thumbed through the reports and photographs, the Colonel continued to brief them on the situation. "Schmeid was captured a little over two weeks ago. The inhabitants of the city had no warning of the attack, and many were unable to escape. The rebels rounded up as many of the citizens they could find and …" The Colonel used his finger to draw circles around three of the larger building called out on the map in front of them. "They are being held inside these three structures: the civic center, a Schnee warehouse, and a school. Presently they haven't harmed any of them, but they are using them as hostages." Ozpin pulled a photo out of the pile. In it, men wearing the crimson uniforms of the Loyalists were ushering people at gunpoint into a large building.

"Your operation will be to infiltrate the city with the help of some of Eis's contacts that have evaded capture. You will free as many citizens you can before daybreak. At o-seven hundred we are storming the city." Ozpin stared at the figures before him. _These reports estimate that they are holding nearly ten thousand people! There is no way that we will be able to get that many people out in time!_ "Captain Ironwood has gathered a group of volunteers who will accompany you and perform escort duty for the civilians once you free them. You are to focus on neutralizing the guards and they will take care of the rest." The Colonel stared at the young officer who had accompanied them this morning, and he returned the old man's look with a curt nod. "Alright, you're dismissed. Feel free to look over the intel as long as you want. Report to the northern checkpoint at fifteen hundred." Ozpin and Eis left the tent and made a bee-line to the nearest barracks to get some much needed rest.

After several hours of wonderful shut eye, Ozpin and Eis met up with Captain Ironwood and his team before setting out on the trek towards the industrial city. The plan was to meet up with one of Eis's contacts several miles south of the city. Apparently the woman had a way of freely leaving the city, and they would use her access point to enter and exit the city, hopefully with several thousand civilians. The group kept relatively silent throughout the trip, but Eis had struck up a conversation with their representative from the military.

"So, Captain Ironwood, when did you join the military?" The white haired man began.

"Two years ago."

"So you would have been at the academy when Mortimer fell, right?" Ozpin could not help but interject. The man responded to the question by nodding slightly and pursing his lips. He had entered the academy under one regime and and been commissioned by another.

"Why didn't you leave the academy?" Eis stared intently at Ironwood.

After a few moments, Ironwood spoke up again, "I enrolled there so that I could do my duty to my country and my people. I am here to serve them, and they chose to overthrow the King. I assure you I have no feelings of loyalty to the man."

Ozpin glanced at Eis before ending the conversation. "So they did, and we will have to trust in your loyalty… for your people's sake."

As the group was reaching the rendezvous point, the sun was slowly fading to their left. Ironwood checked his watch and called for his men to set up a perimeter one hundred yards around their position. "Your man should be here any second Eis." the Schnee nodded as he sat down and peered into the growing darkness.

Several minutes later a group of Ironwood's team began walking back towards them, a civilian in tow. As they approached Ozpin realized that it was a woman that was following the soldiers. When they reached the trio, the woman grasped hands with them and began introducing herself, "My name is Lisa, I'm going to help you get into the city." She pulled out a tattered piece of paper from the ragged cloak covering her and handed it over to Ironwood. "That is a map to some of our abandoned dust mineshafts. The Loyalists don't know about them. There is an entrance not to far from here. It can take us pretty close to the civic center…" She paused as she pulled out a flashlight and activated it. "There's also an emergency access point underneath the warehouse. The school is a bit of a ways from anywhere we can get to, but these tunnels are our only options."

Ironwood smirked as he stared at the maps in his hands. "This is excellent, I'm assuming these tunnels were only ever used for perfectly legal reasons, eh Colonel?" Eis could only shrug at what he had been implying. _Smuggling Tunnels!_ "Well let's get a move on! We've got roughly eleven hours to get in and get out."

The group set off towards the entrance to the abandoned tunnels with Lisa leading the way. The soldiers in Ironwood's group gripped their weapons a little tighter as they dropped into a hole that had been covered by a slab of ice covered rock just a few minutes prior. Ozpin could sense their anticipation as well as their fear, and within all that nervousness he could sense something else. As he lowered himself into the tunnel he could not help but feel a sense of dread, and he could not help but glance around one final time before entering the inky blackness. He had not felt so uneasy since his fight with the former King of Mantle.

* * *

Mortimer

"Sir, we haven't received our check-in signal from the patrol in sector 5 yet." The communications expert that relayed that unwelcome bit of news stared blankly at him as he mulled over the likely explanation. Missed check-ins were unfortunately more frequent of an occurrence than they had been when he had had a real fighting force. _If we disciplined these swine the way we used to we wouldn't have any men left!_ However, this nuisance felt different.

"Who is in charge of the security feed in the center of the city?" Mortimer whirled to face a bank of monitors in the transportation office that he had commandeered as his command center.

"I do sir. They are coming up on 3 now." The feed from one of the traffic cameras in the city blinked into life on the right monitor. The feed sat on one image for a few seconds before cycling to the next one in the chain of cameras covering an area labeled "North Central."

"Wait! Go back one!" He raised his hand as the feed flicked back to the image that had just been cycled past. The watched in horror as hundreds of his hostages crept down the street. Several of his men lay on the ground in various states. The small intelligence group had been concentrating all of their efforts on monitoring the outlying areas. _They found a way to get into the middle of the city!_ "Commander!"

A bald man with a grey mustache stepped forward. "I'll send my troops to apprehend them at once!"

"You will do no such thing! They are planning on attacking, rouse all of your troops and prepare for battle!" The man bowed before turning and rushing out of the room. "Comms, radio whatever guards you can reach and have them prepare for an assault." He then followed the military leader out into the hallway, but he walked alone to the stairwell. He climbed several flights before mounting the fire escape ladder that led to the roof.

As he clambered through the hatch, Mortimer could feel a chill run down his spine that was separate from the cold weather. _Ozpin is with them! That son of a bitch!_ The footage had been grainy, but he had recognized the slender blade that had been motioning the throng of people forward as well as the man wielding it. _How could I ever forget the man who nearly killed me?!_

He closed his eyes and steadied his breathing calling forth the darkness that he had grown accustomed to carrying. As he opened his eyes, a red gash began forming on the ground in front of him. Two skeletal hands reached from the center of the tear to grasp the edges of the visible rooftop with its claws digging into the stone. the creature propelled itself out into the air, and the portal closed quickly behind its feet.

Mortimer stared at the roughly humanoid beast. Its oversized hands stood in stark contrast to the thin torso and spindly legs of the beast. As it stared back at him, Mortimer could feel tendrils of energy begin to probe around him. He let the dark tentacles of energy in, and he allowed his mind to wander towards that man. He recalled all the hatred he had built up for Ozpin and passed it to the creature. With a snarl, it turned and leapt to the neighboring roof, a maneuver that should not have been possible based on its frame.

Mortimer released the breath he had been absentmindedly holding in. It had never been easy summoning it, but it was getting harder each time. It did not matter now. A feeling of elation began to wash over him. The Grimm had its target, and its objective was clear. Mortimer allowed himself the rare smile. _Have fun with that one Ozpin!_

* * *

 **A/N:**

 **Well I hope you enjoy this chapter! The Qrow and Winter portion was one of the first scenes that I wanted to write from the beginning. It changed a little during the writing process, but I'm happy with the way that their first real encounter with each other played out here. The Ozpin portion grew on me but I think it is a good way of introducing my thoughts on the RWBY lore. As always, let me know what you think!**


	3. Chapter 3

**A/N: Let me first start out by apologizing because I was really lazy as far as writing this the last few weeks. I basically played Destiny non-stop during their iron banana week and it was a struggle to want to get back into it. It also didn't help that I had to go back and change my outline two times! The first one was to help flesh out the story more and to make it easier for me to write the subsequent chapters. After that, I had to go back and tweak some things to make it better fit the bombshell of a finale that the RT staff dropped on the collective fandom. So once again, sorry. I don't anticipate taking that long between updates in the future.**

 **With that out of the way. Thank you so much to the few of you that reviewed and fav/followed this! It means a heck of a lot.**

 **Finally, here is a heads up on the structure of this story going forward. The theme will follow team STRQ and Winter predominantly through a couple coherent arcs. Right now I am planning for 6 arcs, and we are about half way through the first arc. After each arc there will be a time skip (the length of the time skip will vary depending on which arcs we are going between). After the second arc, I'm pretty sure I will be fully committed to the direction I want to take this (no turning back at that point). So depending on the next volume, this AU may start to look even more AU. However, as of now the story plan still fits into the canon... if you squint hard enough.**

 **Enjoy!**

* * *

Ironwood

As he peeked his head around a corner, James could see two guards standing by the side of the main double doors to the city hall. The way they were slouching indicated that they had not been alerted to the fact that the hostages inside the warehouse had been freed. _Good. We still have surprise on our side._ The raid on the warehouse had gone flawlessly. The tunnel had surfaced in an office towards the back of the building. They simply had to keep the civilians quiet long enough for a few soldiers to take out the guards milling about the room. The team of experienced fighters had blended into the crowds, grabbing them as soon as they approached a cluster of people. After five tense minutes they had subdued the four guards that had been patrolling the room.

Now they were faced with a slightly more difficult challenge. They had to force their way into this building as quickly as possible. He leant back behind the cover and raised two fingers to the men waiting with him. "Tony, get up above the far guard. Hop up on the ledge from the alley. When I get close to the first guard, drop down on top of him." The man nodded before padding quickly and silently across the road and into the alley across from them. Ironwood waited for him to clamber onto the shallow sloping roof before he crossed the road and pressed himself firmly against the building.

As he slunk along the wall towards the guard he glanced up to see his soldier ready and waiting. _Alright, quick and decisive._ He launched himself forward, closing the few remaining feet in a heartbeat. His arms lashed out, wrapping one around the man's throat and locking the other securely behind his head. James felt the man struggle, overcome with surprise, but slowly he felt the strength leave the man as his wheezing died down. He looked up from the now unconscious man to see Tony struggling with a pinned guard.

James eyes widened as he saw the man break free of the hold and toss his man off of him. Just as he attempted to sprint away from his attackers a shadowy blur dropped in front of him, landing a blow solidly in his midsection as the guard reached for his radio. The guard clutched at his sides as Ozpin roughly grabbed the man's face. A green mist that could only be the his aura rushed down the Valian man's arm and encircled the guard's head.

After several silent moments, the green cloud began to fade away. The guards head rematerialized as Ozpin opened his eyes. The Loyalist stared blankly at his attackers behind heavily lidded eyes. _What the hell was…_

"He is going to be our distraction, we enter the building when the shouting starts." He and his men stared stupidly at the huntsman as their distraction shuffled up to and through the heavy wooden doors.

It wasn't long before sounds of a scuffle could be heard inside the room accompanied by some loud yelling. As the men readied themselves at the door, several shots boomed out. Without hesitation, they slammed open the doors, and James pulled his handguns from the holsters strapped to his chest. The sight inside was not pretty. The man they had sent inside lay in a rapidly expanding pool of blood clutching a sidearm in his outstretched hands. Several other guards surrounded a man laying on the floor who was writhing and grasping at his own wounds. The citizens had slunk back against the wall. James watched as the faces of the guards went stark white before he and his men unloaded their own weapons into them.

In a few seconds, the group of Loyalists lay dead, and before panic could spread he turned towards the crowd of huddled people. "Please stay calm! We are going to escort you out of the city and to safety. Christensen!" The man he had called for stepped out of the small band. "Get these people to Lisa and into the tunnels as quickly as you can." _We made too much noise there._

As he turned back to the two elder men, he held out his arms. "What the fuck did you do to him!?"

He watched as the man raised his eyebrows slightly, "I convinced him it was time to settle a dispute."

"You could have warned me you were going to have him shoot somebody!"

"I didn't make him do anything, I wasn't aware he would get _that_ violent. Captain, I would say that worked rather well. We didn't lose any men... or more importantly, civilians."

James' eyes narrowed at the man as he clenched his fists. _Bullshit, you knew exactly what was going to happen. This was supposed to be quiet! We needed to keep a low profile, but now there has to be someone who heard that!_ "It would be nice to know next time if there is a _possibility_ of that happening."

Eis pushed his way past the crowd that was starting to emerge from the town hall and jogged up to the two men. "Come on we need to get to the school, we've gotta take that as fast as we can, guards are sure to be heading our way."

"He's right. Captain Ironwood, leave your men here to guard these citizens and come with us to the school, we've got to get started taking out the guards there. Have your men meet up with us once they get the civilians to the warehouse."

Ozpin and Eis turned and strode away, leaving him to give the orders to his men. He returned to the throng of people shuffling down the road with blank looks on their faces. The violence must have shocked them, but he had been shaken a little himself. He had been prepared to fight the Loyalists. However, the power Ozpin had showcased did not sit well with him. He saw the way the man had walked towards the door. _It was robotic. Almost like he was not even conscious._ Ozpin _had_ been correct in his statement that they had not lost a soldier, and the diversion had worked.

As he turned back to rejoin the two men, he noticed Ozpin looking skyward to the rooftops. "Did you spot someone?"

"No... I didn't see anyone, but it felt like someone was watching us."

James followed his gaze towards the roof. The perch he had been looking towards was the perfect overlook for a sniper, but no one was there. "Well if someone was watching us they probably informed whoever is in charge… let's get moving." Ozpin nodded before jogging off to catch up with Eis.

As the three men ran down the main road they saw very few signs of the Loyalist occupation, let alone actual soldiers. Even still, the three of them ran with their weapons drawn. Ozpin held his cane menacingly, and Eis had drawn a sabre with the slightest of curves at the tip. The lack of opposition had not made him feel safe, and it had only served to deepen the feeling of unease that had been building up inside of him. _I'm still just a little put off by Ozpin's power… That must be it._ But for all he tried to convince himself, something did not seem quite right. He felt the knurling on the grips of his revolvers, Questions and Answers, as he squeezed them in an attempt to clear his mind.

James finally had to pose the question, "Don't you think it's strange we haven't run into a patrol yet? We're almost halfway to the school." He saw the Valian man cock his head slightly to glance back at him.

"I'm glad you noticed captain, there is certainly something strange going on here. We should have encountered resistance by now… they certainly know we are here."

"So why are we running straight into a trap!"

Eis took his turn to look back at the man before shouting between huffs, "This is our best chance of keeping the fighting away from the civilians! It's also our best shot of getting the hostages to safety!"

He grit his teeth at this. _The plan had been going so well! We should have been able to get into the town hall without causing such a ruckus!_

"You didn't do anything wrong captain. I rushed us at the town hall because there was something watching us." Ozpin's words were little comfort, but the way he had said one of the words had caught his attention.

"What do you mean _something_?"

Before Ozpin could answer him, a crackle from his radio caught his attention. " _Captain!.. Captain Ironwood!.."_

James skidded to a stop and holstered Answers. He hit the transmit button on his unit. "Christensen, what's going on?"

"A… A grimm! It attacked some of the citizens and… we tried chasing after it, but.. I'm losing contact with some of the squad!" _What!? How did a Grimm get into the city?_ Something was clearly wrong, his men had fought countless Grimm in the frontier lands. The Rebels camped in areas of strong Grimm activity to try and deter the army, and so they had been no stranger to run-ins with the beasts.

"What do you mean _A_ Grimm _?!"_

"I've never seen one like this before! It's.. fast... and it comes out of nowhere!"

"Alright, we are heading back to the warehouse we will link up with you there."

Just as lifted his thumb from the button, Ozpin walked up to him shaking his head. "We need to get it _away_ from the citizens. Your men need to try and link up with _us!"_

As much as he hated it, Ozpin's logic was sound, but he didn't want it to seem like he was abandoning his men. The radio clicked on again, "Scratch that last one Christensen. You need to make it to us, try and draw the Grimm away from the civilians if you can, but we need to get to the school."

When they didn't get a response, Eis patted his shoulder and said, "Hopefully, they got the message, now let's get going." The man gripped his shoulder and urged him forward.

The three men set off again toward the school with their strides more urgent this time around. _There had been something watching us… but why did it wait to attack?!_ James could sense that Ozpin knew something. He had not been shaken or surprised by the conversation over the radio. He had seemed to know something had been watching them at the town hall. "You know what it is don't you?"

Ozpin nodded, offering no explanation for what had attacked the group. He simply kept running down the road without looking right or left. Clearly, he felt that precaution could be thrown out the window at this point. At a dead sprint the group managed to reach the block containing the school in a matter of minutes. They had not received another message over the radio before they stopped to take a breather across the courtyard from the school. The alley they crouched in offered a limited view of school, but they could see several guards patrolling the various entryways. The way they held their weapons at the ready made it obvious they knew something was headed their way. They had obviously been alerted to the rescue attempt. Looking at his companions, it was clear they had noticed this development as well. _Looks like we are going in loud._

He gripped his revolvers and nodded to the two men, "We need to get as close as we can before we are spotted, we can't take a chance of them killing any of the hostages."

"Agreed, we also need to spread out and hit as many patrols simultaneously as we can. Eis and I will get to different sides of the building, once we head out we start a two minute countdown. When the two minutes are up we start the attack. Take out as many patrols as you can, then move inside right away."

It was a good plan, and James brooked no argument with the huntsmen. "Alright let's get to it." The two men climbed up opposite walls of the alley, scaling their respective rooftops with ease. James was left with the three men at the main entrance. He crept as close to them as he could using the well trimmed hedges for cover. All the while he kept a silent countdown in his head. _83...82...81…_ He slowed his breathing as best as he could, forcing the hammering in his ears to die down a little. The adrenaline had his heart beating furiously. He waited, barely breathing, for the few remaining seconds. _3...2...1!_

He broke from cover at a full sprint. Questions and Answers were up and firing .50 caliber rounds at the men as fast as he could squeeze their triggers. The first guard was caught on the shoulder, the impact causing him to scream out and pirouette in place. James was already training his sights on the man next to him before he noticed the crimson spray staining the beige columns the men had been leaning against. The other two men turned to face their attacker and managed to fire off a few rounds. The bullets whizzed past him, but James was not phased even as he felt his aura flash along his left hip. The bullet, which would have grazed him, deflected off of the energy he had gathered in front of himself. The Loyalists had no such training, as evidenced by the ragged holes in their chest as they crumpled to the ground.

It was all over in a matter of seconds, and James came to a halt in front of the door breathing heavily. He scowled as he stepped over the bodies of the guards. Killing would never sit well with him, but he had also seen the misery that hesitation could bring. He would never make the mistake of failing to realize that his enemy wanted him just as dead. The quiet around him now was a welcome relief, and he could tell that no extra patrols were on their way.

He grunted as he shoulder charged into the door, and as he leveled his weapons at the opening the only thing he encountered was darkness. His heart was still pounding in his ears, and he struggled to piece together the details nagging at the edges of his mind. _Why are all of the lights out… and why isn't anyone making a sound? Where are the hostages?!_

In that moment, James saw a portion of the darkness move. That piece of the inky blackness became more solid and defined as it took a man's form. A split second after everything registered, the form launched itself at him faster than he could imagine. At the last second he saw the glowing red eyes silhouetted against white chiton. _A Grimm!_ It was the last thing he remembered before blacking out.

* * *

Ozpin

Ozpin glanced over his shoulder to the building they were preparing to assault. The patrols were certainly prepared for something. The guards moved around the site with purpose and held their weapons with deadly certainty. No one was lax in their attention. However, something about the situation nagged at the corner of his consciousness. _Almost all of the patrols are moving… the only stationary guards were the three at the front doors._

Ozpin vaulted over a low wall that marked the boundary between two of the small buildings ringing the courtyard. In less than thirty seconds he had sprinted from rooftop to rooftop to find a suitable vantage point across from the school. He had not spotted a single guard above ground level during his approach. As he came to the right side of the rectangular school building, he dropped to his chest and edged his way out to look down over a gutter.

He felt his heart pounding against the ceramic shingles, and he allowed the adrenaline to focus his senses. He scanned the grounds below and took a mental note on the four guards below him. He lifted his eyes to the windows across from him, and he attempted to peer through them, but his efforts to get a glimpse of the hostages proved fruitless. The building was dark, and the street lamps below merely cast a glare over the glass.

He rolled up his sleeve to get a look at his watch. _40 seconds left… I'll have to take out at least one during the initial attack. Two would be ideal, but none of them are standing close enough together. They all have repeating rifles, which are not the best option within arm's length._ He stilled his breathing as best he could and attempted to cease all movement. In the utter silence, he could faintly make out the words of the guards below.

"It's got to be time to call it. They haven't shown up yet, and we are good to go."

"Alright, we'll start pulling a few squads out. Get Schneider and his team to the south wall as quick as you can. The invasion could start any minute."

 _They know about the invasion!_ The way the commander worded his orders spoke volumes to Ozpin. _It is definitely a trap, and if they do not need the guards… there probably are not any hostages left here… No wonder they don't need to keep men posted at every exit. If there is no one to escape, there is not much reason to guard it._ He had 15 more seconds and he prayed that they would offer up some more information.

"Did you see that thing?" The voice below him quavered slightly with fear. "Ughh, I wish I hadn't."

"Yeah, It looks _human…_ but just… wrong _._ Gives me the creeps. _"_

Ozpin's Eyes shot wide open. He knew exactly what they were talking about. He had seen these abominations before. The creatures were one of the most revolting Grimm variants he had ever encountered. _Nightstalkers._ The humanoid creatures were a terror used to assassinate high ranking individuals or wipe out small forces during the reign of King Mortimer. _There is one here?_

The realization hit him like a truck, and instantly his priorities shifted from the guards below him to warning his comrades. He pushed himself upright and launched himself off of the roof in the direction of the entrance. The guards had begun to turn towards him just as the green smoke that signaled his semblance lanced away from his outstretched arm.

Ozpin hit the ground at a dead sprint, and he did not even bother looking back towards the guards. He knew that the suggestion he had sent them would convince them all they must have hallucinated from exhaustion. It taxed him slightly to brute force a generic memory on all four of them simultaneously, but subtlety had gone out the window. Instead, he pumped his arms as hard as he could driving his feet into the pavement. He covered several yards in a single bound, his aura leaving a green trail behind him. He worried for Eis, but he knew his friend had faced a Nightstalker before. The young captain on the other hand…

As he was nearing the front of the building, a loud crash rang out in front of him accompanied by splintered fragments of a door and two entangled bodies. The inky black form of the Nightstalker pushed itself up from the limp body of the Atlesian captain. As the creature drew up to its full height, Ozpin watched as it slid a now bloody claw from the chest of the young man. Without allowing it to turn, Ozpin dashed forward, covering the remaining thirty feet in the blink of an eye. His cane cocked back to his ear, he lunged toward the middle of the creatures back, but the creature was quick as well. At the last second it shifted. Ozpin lunged with such force that the cane sunk deeply into the creature's upper arm.

Sensing the two were deadlocked, the Grimm turned sharply and delivered a staggering blow. Ozpin was knocked back several feet and landed in a heap. The creature pulled Ozpin's weapon from its arm and tossed it aside. It studied him intently, and the Nightstalkers eyes glowed a shade brighter as it focused in on its opponent. Ozpin could feel the beast probing his thoughts. He had heard a description of this feeling before, but it was so utterly alien that he knew now that the descriptions were incomplete. The Nightstalker was searching for his fears. He tried to quiet his mind, but he had been too late.

As the presence receded from his mind, he watched in horror as the creature let out a rasping, guttural laugh. Ozpin watched as wisps of black smoke began twirling and dancing around the creature. However, the laughter abruptly ended as two loud bangs cut through the air. The creature staggered backwards, and Ozpin turned to see Eis running towards them from the blasted out front door. The white haired man had his double-barrel flintlock trained on the Nightstalker, and his saber was up in front of him at the ready.

The monster turned to face the newcomer just as two more shots rang out, but the Nightstalker was prepared for them. It raised its forearms, shielding its head from the dust imbued rounds. The charging man recocked the hammers single handedly just as soon as he fired, and as he neared the monster he launched into a vicious backhand chop at the creature's collarbone. At the last second it ducked to dodge the strike, and Eis landed a few feet behind it.

Ozpin took the moment of distraction to track down his cane, Peaceful Slumber, and as he recovered it he turned to face the two combatants. Eis was trading blows with the Grimm, and neither combatant could catch the other in a vulnerable position. Ozpin began to let his aura flow freely into his muscles, reinvigorating and preparing them for a burst of activity. Ozpin launched himself back into the fray just as his teammate sent a horizontal strike at the Nightstalker. As it moved to slap away the sabre, Ozpin sprinted forward in a green flash and stabbed out at the creature below its guard. The Nightstalker howled in pain as the thin rod embedded and retracted several times into its midsection before finally impaling the creature clear through its back.

The Nightstalker thrashed violently from the pain, and eventually it managed to throw off its attacker. Ozpin hit the ground on his side, and as he clutched Peaceful Slumber to his chest he rolled on his side to control his landing as best he could. Realizing it's target was the strongest foe, the creature turned back to the white haired man to try and remove one of its adversaries. The creature leapt at Eis, covering several feet in one bound. It collided with the man's midsection sending them both tumbling heavily to the ground. The Grimm straddled Eis, and Ozpin watched as a faint disturbance appeared between his friends face and the maw of the Nightstalker. Eis's eyes went wide as the creature held down his arms. It growled menacingly at him in what could be confused as a chuckle. Just as it was lowering itself towards the man's throat, a shot roared out from Ironwood's pistol, throwing the beast clear of the old Colonel. The captain sank back onto his elbows after seeing a hole open up on the Nightstalkers shoulder.

The creature slunk back away from the three men with its left arm dangling lifeless at its side. The Nightstalker bared its fangs at them each in turn. Ozpin knew the creature was looking to make an escape. These Grimm, while they are dangerous opponents, always prefered to hunt from the shadows and surprise their prey. He clutched at his cane, bracing for a lunge forward, but to his surprise Eis launched himself at the monster. The Grimm was slow to react, but it charged at the man knowing its escape was impossible. Eis and the Nightstalker charged at one another once again, but this time he was ready for its attack. He vaulted over the creature as it lunged for his midsection. As it passed below him, Eis twisted in midair to bring his pistol to bear at the side of the creature's head. A loud crack sounded through the courtyard, and it was accompanied by a flash and white smoke engulfing the monsters head. As Eis landed and stumbled forward, the Nightstalker staggered sideways. A ragged mess of flesh protruded from its shoulders where its head had once been. As it fell to the ground, the Grimm slowly dissolved into the usual ashes.

As Eis turned back to face him struggling to catch his breath he wore a pained expression. "He- He knows, Oz. Mortimer- he was connected to the Nightstalker during the fight. He knows about Kristal… and Winter."

Fear gripped Ozpin. fear for his friend and his family. "We need to get back there, this mission is over. We need to get to them before he does" He walked over to kneel at the side of the young Captain who was wincing as he held his stomach. A faint gunmetal glow emanated from the young man's side. His aura was slowly stitching himself back together. The deep claw marks had most likely lacerated a few organs, but the boy had been strong enough to hold on while the worst of it healed. "Take it easy, captain. We are going to get you back to your base-"

"No!" He winced from the pain of speaking, one of his lungs had probably just finished mending. "No, if you are going after Mortimer, I'm coming too. Besides, you'll be wanting a ship to get back to Gletscher, right?"

Ozpin looked over to his friend before motioning Eis to help him sit upright. "Call in the invasion, we've gotten as many people out as we could. And have them send the fastest ship they've got for us." Ozpin stood then and made to walk away from the two of them. "I need to make a call."

"You got it, and by the way, you can call me James." Ozpin gave the man a small smile before striding away. He pulled out his Tablet as James began calling in to his command. He punched a few buttons on the bulky object before putting the device to his ear. He tapped his foot impatiently as he listened to the dial tone, and after what seemed like ages he finally connected. "Cassandra, we are going to need some backup, I'll send you the coordinates." Without waiting for a reply, he hung up and immediately began typing the information. _I just hope we make it in time._

After several minutes of waiting the three men watched as large bombers passed over them. They had dropped their payloads at the wall, and the sky lit up orange and gold as they exploded. It was not much longer before a craft settled down in front of them, and the three men hobbled into the small and sleek craft. As it took off Ozpin saw his friend staring off into space. _I hope for his sake we aren't too late._

* * *

Qrow

After the blizzard set in, the team's training hit a bit of a stand still. Qrow and Winter had spent the remainder of the day wrapped up in layers of blankets, and they sat next to one of the several fireplaces. Qrow hated the chill that seemed to linger for hours, but he thoroughly enjoyed the company and the care he had received. He and Winter had plenty of time to chat while sipping hot chocolate, and he found that she was an entertaining person. He had imagined that she was this spoiled brat, but over the past several hours she had dispelled that notion rather quickly. He had learned that she was an only child and had spent the majority of her life without much social interaction with people her own age, or at least meaningful connections. He would have felt bad for her, but the way she carried herself with him and his teammates did not indicate anything out of the ordinary.

They had talked about some light subjects like their favorite games to play as well as their favorite books and stories. The two also shared a mutual disdain for homework. Kristal had been adamant that the two would have to finish their studies up that evening, and the spectre of work looming in front of them had kept them huddled up in their blankets feigning sickness.

Eventually the two had to get up from their comfortable spots and they slowly worked their way up to the study on the second floor. The room was virtually a library, and Qrow marveled at the sheer volume of books and scrolls that lined the walls. His team was hard at work when they entered, and they all looked up at the two of them as they entered, with the exception of Taiyang who was sleeping soundly at one of the tables. Qrow smirked and he drew his heaviest textbook from his pack. He let the book thud loudly onto the top of the desk Taiyang had been sleeping at, and he tried to maintain a straight face as Taiyang bolted upright. "What the f-" He managed to catch himself upon seeing Winter sitting at a table with Summer and Raven. "Qrow… I was trying to sleep."

"Well you should have been studying… so I figured I'd help you stay awake. You should be thanking me."

"Nope."

"Well are you guys done with your paper for professor Port? I still need to start mine… and I would love some… uhh _guidance."_

"You've gotta do your own work, Qrow." Summer never even looked up from her book to chastise him.

"Ohhh sorry miss high and mighty!" He grumbled as he realized that he was going to have to do the paper fully on his own. He had been putting off writing it the past week and he was not looking forward to it at all. He had never expected Summer or Raven to help. His hope was that Taiyang had somehow finished, for he was the only one that would allow for that kind of cheating. Unfortunately Taiyang would probably end up relying on Qrow to finish up so that he could hastily copy his paper before class. "Well what are you all reading over there, Summer?"

Winter answered for her, "It's a bunch of stories that my mom and dad used to read to me."

"There are a bunch of them in here I've never heard before. There's one about a Volcano fighting the Forest, and one about the seasons and the four maidens. One about a moon spirit, several about villages of half-animal people, and a few about where the Grimm come from."

"Is there anything about Grimm in those stories I can use for my paper?"

Summer laughed and shook her head, "Absolutely not. According to these they are born when children are bad and need punished." Qrow snorted at the absurdity of the idea. He enjoyed fairy tales, but there were always a few that were too ridiculous for him.

Raven pushed herself up from the table abruptly. "Gahh! I'm bored. Tai, wanna go grab some coffee?" Her request perked up the daydreaming boy who agreed and quickly walked out of the room after her leaving the remaining three of them to work and read quietly.

Qrow had managed to get some of his paper done before some giggling behind him drew his attention. He turned to look over his shoulder at the two girls who were hunched over the storybook. Summer said something under her breath which made Winter chuckle. "What's so funny?"

Summer tried to hold back a laugh before saying "We were reading a story about a witch who could turn people into animals. Winter thinks we should try and find her. That way you can really get to talk to all of your bird friends!" Qrow rolled his eyes at them both before turning back to his paper, but for whatever reason it only caused another fit of laughter. "Come on, Winter, lets leave this stick in the mud here to write his paper."

"Hey I'd be a lot jollier if I had some help!" Qrow yelled at his teammates back as the two girls waved and walked out the door. He sighed before turning back to the dull schoolwork he so desperately wanted to vanish into thin air.

He set his mind to the task and in a little over an hour he had something that was probably acceptable enough not to get him yelled at by professor Port. It would have to do for now. He had completely given up on editing or even fact checking anything other than the most basic items. He gave a slight shout of frustration as he pushed his way from the desk. He was ready to get back to his friends and take his mind off of school for the rest of the night.

As he shuffled past the table his female teammates had previously occupied, he spied the book they had been poring over. It was opened to the middle of a story, but it was not the story that had stopped him. The illustrations caught his eye, and he stood transfixed on the water color paintings covering the page. In the center of the page a dark haired man in leather tunic and pants stood back to back with a large brown bear rearing up on its hind legs. Absentmindedly he reached out and slid the book closer to himself. He could not help but begin to read the text before him:

 _...The creatures of the darkness sought them, hunted them, and nearly exterminated every single one of the people. But the elders were wise and cunning. They fled into the deepest and darkest forests. These forests even the beasts would not enter. Slowly they learned ways of escaping the darkness. They grew in numbers and in strength. Eventually they became the hunters. The Grimm learned to run in fear from the Man-beasts that emerged from the forests. These men still lurk the wilds of Remnant hunting their prey, their eyes burn in the shadows…_

Below the passage two red pastel eyes lined with black stared up at him from the page, but when he blinked to try and clear the throbbing that had formed in his head the only thing he could see where those same red eyes. He watched as they stared sharply back at him. They moved ever closer to him…

"Qrow, you gotta come and see this!"

Qrow staggered sideways, the call from his friend had jolted him from his thoughts. _No… that was a memory. I definitely have seen those eyes before. It was that day._ "Jeez, Tai! Don't sneak up on me like that!"

Taiyang snorted as he leaned against the door jamb. "I couldn't sneak up on you if I tried. Come on, stop staring at that book, we made something really awesome!" He gestured for Qrow to follow him as he started off on a jog down the hall. Qrow slowly made to follow him, but he could not help but take one last look back at the book. Something just felt _off_ about that story, but he could not place it.

As he worked his way down to the main living room, he noticed a giant mass of blankets and sheets spread out over the majority of the living room. The lumpy mass was writhing in places where he assumed his teammates were moving about inside it. "What on earth did you guys do?" Qrow leant down to peer into the thing.

Summer poked her head out from behind a chair holding up the center of the tent, "What does it look like? We made a blanket fort! And look you can still see the TV from most of it!"

Qrow looked back farther into the fort to see Taiyang grinning stupidly back at him with Raven looking rather proud next to him. "I don't think Miss Schnee is going to happy about how we are using her blankets."

"Nonsense! Where do you think they got all of the sheets from?" Qrow wheeled around to see the Kristal standing next to Winter holding a bowl of popcorn. "We figured tonight would be a great time for a movie, and it sounded like a fun idea. Go on get comfortable!"

The sight of Mrs. Schnee preparing to watch a movie with the rest of them made Qrow laugh in spite of himself. Qrow crawled into the fort and settled back against a cushion as Winter loaded a disk into the TV. As the movie began to play, the crew settled into a comfortable silence, and the classic was something most of them had seen plenty of times. Taiyang made wisecracks throughout the beginning of the movie, but as it grew later his comments grew more and more subdued.

Summer was still watching intently at the front of the tent, kicking her legs back and forth as she laid on her stomach. Qrow glanced back to see Raven leaning up against the older boy, her eyes drooping slightly. Taiyang's head drooped slightly as well, almost leaning against his sister's head, but he kept jerking upright as if in a fight to stay away from her. A light pressure on his legs drew his attention forward, and Qrow turned around to see Winter lower her head down onto his thigh. She had been fighting sleep the last few minutes as well, and it finally overcame her. Qrow smiled sheepishly as he reached back to grab one of the free blankets, and he threw it gently over the girl. As he leaned back into the cushion he could not help but think that this mission certainly had not been what he was expecting, but he was not about to complain.

Qrow woke up the next morning in the bed he had stayed in the night before, but strangely he did not remember falling asleep there. At that moment he also realized that he had slept more soundly that night than he had in a long time. He stretched lazily toward the ceiling as he took in the surroundings. The sun had already risen and appeared to have been up for sometime. He yawned as he looked out across the white yard before he realized something. _We're late for training! Shit!_ "Tai! Tai get up we are late again!"

To his credit, his friend immediately sat bolt upright, throwing his covers off in the process. "You've gotta be kidding me! Not again!" The two rushed about their room, frantically throwing on layers in anticipation of the arctic running they figured Kristal would make them do. They hurried downstairs just in time to see the girls conversing amongst themselves. As Qrow looked at them he noticed they were all in their PJ's.

"You two sure got up in a hurry!" Kristal strode into the room, a robe thrown over her own PJ's. "Don't worry, I figured we could have a late start since we got to bed so late last night. I should make you both run though… you both definitely need to lose some weight if you expect me to carry you to bed."

Qrow and Taiyang stared numbly at the four girls who tried to hide their smiles. After a few moments they all laughed. Taiyang laughed at Qrow. Qrow laughed at Taiyang, and the girls laughed at both of them. The two of them made to grab a plate of food, but just as they sat down a loud banging cut through the air.

Furious knocking was coming from the front door accompanied by muffled shouts. Qrow saw the butler walk to the door and not long after, he heard the door open. Kristal pushed herself away from the table and hurriedly walked into the foyer with the rest of them following close behind. As they rounded the corner, they saw Eis break out into a jog to embrace his wife. Ozpin followed him, supporting a man who seemed to be in terrible shape.

"Honey, we need to get out of here. It's not safe. Quickly, we need to get the kids' things packed and everyone needs to get their gear ready to go. Now!" Eis waved at them all to hurry and follow his directions, but no one moved out of confusion.

"Eis, honey, what is wrong?!" Kristal grabbed his face and forced him to calm down and look at her.

"They found us. Mortimer. He's back, and we need to leave. Now."

Something changed immediately, in the woman. Qrow saw her face grow taut, and when she turned around she wore a mask of strict determination. "Everyone, go pack your bags. You need to prepare for a day's hike. Winter come with me and i'll help you get your things."

No one argued. They all sprinted to their rooms and gathered their belongings. Something bad had happened to Ozpin and the others, that much was obvious. He would ask about it later, but for now he focused on making sure all of his equipment was easily accessible from his pack. He did not know why, but he sensed that he would end up needing it shortly. He and Taiyang made it back down to the foyer just before the girls. Kristal was just finishing up helping Winter into her coat. Qrow caught the tail end of a conversation going on between Eis and Ozpin.

"It doesn't matter now, they will be safe there… as long as we can get going!"

"We can't leave until she gets here, Eis! We all need to help out on this. We can't be splitting up our forces too thin. And you need to calm down."

"I know, Oz. I'm sorry. I just can't believe it's come down to this."

Qrow was just about to ask what was going on as three rapid knocks sounded against the door. Ozpin turned to the door and immediately went for the handle. "Thank goodness you made it!" Just as he said that, a blonde woman that could not have been much older than her early twenties strode into the room.

"I'm sorry I'm late Dr. Ozpin, I had a hard time getting a ship."

"Not to worry Glynda, we should still have a head start." He motioned her towards the rest of them. "These are the kids you need to escort. Eis, can you get your map data transferred over to her tablet?" The white haired man caught the device as it was thrown to him, and he paired up the device to his own.

Ozpin then walked over to stand in front of team STRQ, and he rested a hand on Summer's shoulder. "Your mission has changed Summer, you are now responsible for getting your team and Winter to a safehouse alongside Glynda. Please use the utmost caution." With that he turned away from them and stood at the open door with the wounded man.

Eis handed the blonde haired huntress her Tablet back and stooped to kiss Winter on the forehead. "Be safe." he whispered before heading out the door. Kristal knelt down and hugged Winter fiercely and whispered some words softly into her ear before joining them.

Glynda snapped her fingers, drawing all of their attention to her. "You heard him. There isn't much time to waste. We are moving out, now!"


	4. Chapter 4

Winter

Winter had often gone hiking with her parents in these woods, but she had never tried to keep up a pace like the one her group was currently on. The blonde huntress constantly urged them to keep up with her, and it was proving troublesome for Winter. The trail was relatively easygoing, but the canopy had not stopped a small layer of snow from forming over the trail, which made for a nervous trek in order to avoid roots and rocks. To make matters worse, she noticed that Qrow and Summer were constantly looking back over their shoulder to check up on her. _They don't need to keep watching me… I'm fine…_ She huffed and adjusted her pack to sit higher up on her aching shoulders. _We have to be almost there by now._

A great black raven flitted down between the evergreen boughs to perch on Qrow's shoulder. The bird cawed lazily and Qrow reached up to scratch below its chin. He had sent out several birds to fly over them as lookouts in the event any stray Grimm wandered into their path. The birds had returned every so often, but Winter had no idea what they were saying or what they had seen. Qrow did not feel the need to pass anything onto the rest of them so far. He would simply give the bird a snack and send it back on its way.

The chance of running into a Grimm in these forests was very remote. When the Schnee family had moved into this area, they had cleared the forests over several decades, and the constant hunting had all but eliminated the Grimm population. Winter had even seen her dad leave on several trips to patrol the boundaries of the surrounding regions, but he had never indicated that they ever found anything.

After what must have been the seventh bird to report in flew off, Qrow slowed down to allow her to catch up. "How many birds exactly do you have?" She asked as she walked alongside him.

"Enough. They can get… a little too talkative when I have a bunch around. They are always a bit chatty."

"Then why aren't you more chatty?"

Qrow glared at her, "I'm plenty social... Trust me, you would not want thirty crows trying to talk to you all at the same time."

"Then why do they need to come down to you to talk if you can hear them at any time."

Qrow scratched the back of his head and glanced up at the sky. "It's not that simple, I can hear them, sure, but it's tough to concentrate on just one voice unless I'm really close to it. So I ask them all to report on something and the ones who can return to me."

"Can't you… turn some of them off?"

"Not exactly. I can at any time, but then if one decides he doesn't want to help me, he can just fly off."

Winter tried to imagine having thirty voices in her head, and she thought perhaps he was right. "So did you- I mean they- see anything good?"

"We'll one apparently got out to this safe-house we are trying to get too. She said it looks like it hasn't been visited in years." He turned to face her before asking, "Have you ever been to this place?"

Winter's face screwed up in concentration as she tried to remember the house. "We went there once when I was really little. I don't really remember that much of it… we went there to celebrate the summer harvest, but that was a long time ago." Winter shook her head before adding, "All I remember was running around by the stream nearby… my dad was catching fish."

Winter's absentminded smile was matched by Qrow's as the two continued on down the path. Summer and Glynda had been leading the group and conversing about various things at their school, and Raven and Taiyang followed closely behind them, chatting among themselves.

The sun had been lazily passing by overhead, but before they knew it, the mid-morning glare had transformed into sunset. The rays that filtered down through the pine boughs had become a ruddy orange hue. They had been hiking for a solid five hours now, and she was noticeably lagging behind the rest of them at this point. Winter looked down at her boots and tried with all of her might to feel her toes. It seemed like they had simply vanished from inside her shoes an hour ago. She had resigned herself to the fact that she was destined to keep walking for the rest of eternity. She mindlessly followed the group with her brain switched onto autopilot.

The roots and rocks seemed to reach up at her as she stared down at the ground, and for some reason she seemed to be having a harder time picking her feet up over them. After shuffling along for some time, she finally noticed that her feet would no longer move. She stood there swaying for a moment as she thought how odd this was.

"Glynda, I think we need a quick break."

Winter looked up to see Summer walking back to her. She held out her hand to take her pack, and Winter slowly shrugged the bag off of her back. Raven and Qrow had also joined Summer and had begun helping her sit down beside the trail. Winter's head swam as she was lowered to the ground. She had not realized how tired she had gotten, and the pounding in her ears made her dizzy. She managed through the hazy vision to see the concerned looks on her companions faces. Glynda in particular had moved to stand in front of her as she held out a canteen.

"Here drink this…" The huntress helped her tilt the canteen towards her face, and the water felt practically frigid running down her chin. "You look really dehydrated… I'm sorry I didn't keep on top of it."

"None of us did. She was behind us the whole time but I didn't think to check if she was drinking enough water…" Summer shook her head as she took some snow and held it to the back of Winter's neck. The cold snow was soothing, but the pounding was starting to give her a headache. She leaned back and laid her head against the bare rock, just to try and calm the spinning.

Qrow took the canteen from Glynda's hand and sat down next to her. He offered her another sip before taking one himself. "Glynda I think we need to make camp. Winter is going to need a long break based on how bad of shape she's in, and we don't have much light left." Winter was too exhausted to offer anything else besides a small groan. "And I can't go much farther either… It took a lot to control that many birds for that long… I think I might of overdid it."

"Ahh, shit… Don't you know your limits?" Glynda pursed her lips as she stood back up and surveyed the surroundings. "Well it's not a bad campsite… you rest up and watch after her. We will get camp set up."

Winter saw Glynda, Raven, and Taiyang start collecting everyone's belongings in a corner by a large oak tree. Her heartbeat had finally started to slow back down, and the cool weather had aided in that greatly. She noticed how impossibly tired she was, and as she finally gave up fighting away the exhaustion, she heard Qrow whisper, "Don't worry, you can take a nap. I'll watch out for you…"

Winters eyes fluttered open, and she lifted herself up onto her elbows as she slowly woke up. She took in the glowing camp fire that was casting long shadows behind her. The faint breeze caused the flames to flicker and the shadows to dance around them. The darkness had settled in while she had slept, but she had no idea how late it was or how long she had been out. The way that the logs were scorched on all sides and sat on a pile of glowing white cinders indicated the fire had been burning for some time.

"So you are finally awake." She half expected to see Qrow seated next to her, but Taiyang was the one who had spoken. "Raven had the first watch, but that was a few hours ago. You must have been asleep for about…" Taiyang looked down at his wristwatch to check the time. "Well damn, you were out for five hours!"

Winter groaned as she reached up to her forehead which was still aching, albeit far less than before. "My head still hurts." Taiyang reached back into his pack and produced an energy bar and handed it to her along with his canteen. Winter thanked him while she unwrapped the bar and nibbled on it slowly. "So did I… faint?"

"Pretty much. You got really exhausted and passed out. We decided that since you and Qrow were done for the day we needed to stop."

Winter cocked her head at Taiyang's comment. "Qrow needed to stop too? He seemed fine… as far as I remember."

Taiyang snorted and shook his head. "He was absolutely wiped out from the hike! Granted, he was using a ton of energy trying to maintain his semblance… but he just wasn't paying attention to his limits." Taiyang noted the confused look on her face before he continued, "You see it takes a lot of energy to use your semblance. Over time it gets easier, but it is always an effort. Qrow was probably just trying to show off in front of you." Winter blushed fiercely. Luckily the glow from the fire masked her embarrassed. "Just like how you were trying to impress him by not asking for breaks."

"I wasn't trying to impress him!" She shouted it rather loudly, and she nervously looked around before noticing his sleeping form on the other side of the camp fire.

"Either way, it was dumb. You need to let us know when you need help… we may not seem that old, but we have actual training. You don't." The words sunk in, and the fact that they came from the group's jokester made them feel that much more important.

"Alright, I'll be more careful."

"Good."

The two of them went back to staring at the fire. The stillness brought about by the cold sat about them. The crickets that she loved listening to were silent during the winter months. "So does everyone have a semblance?"

"Pretty much… or at least most of us do."

"Do you have one?"

The boy grinned and nodded, "Yup. It's kind of why I built my fighting style the way I did. I get faster and faster each time my Aura absorbs a blow." He patted the vambrace on his left arm. "It makes it really annoying for enemies to try and get a shot in behind these… especially if I can move at super speed. The more someone tries to hit me, the less they try to hit my teammates."

"So what are Raven and Summer's?"

"Summer's is awesome! You wouldn't expect it out of her, but she basically can become super strong whenever she wants… It's really funny watching her lift things sometimes since she is so tiny!" He glanced over to where Raven was sleeping and Winter saw his forehead crease as he thought. "Raven hasn't showed us hers yet… I mean I don't know why she wouldn't use whatever it is. I just can't imagine that she hasn't figured it out yet. She is good at using her Aura so there shouldn't be any reason why she doesn't know what it is." He shrugged before continuing, "Sorry, I'm rambling."

Winter had not noticed that he had veered off track, as she had started thinking back on what Qrow had said when they had met back in the woods. _'You are using your aura to call back spirits!' Maybe that is my semblance! I wonder if there is anything else I can do with it…_ She had gotten so excited that she had tuned out the boy as he talked.

"And that's why we all have different fighting styles and weapons. It's a very personal choice… hey, Winter, did you hear me?"

She was caught off guard by him nudging her shoulder. She mumbled softly, "uh huh." Her curt response essentially killed off any remaining dialogue between the two. The two once again fell back into the silence of a wintry evening. The wind had died down during their conversation and the only noise that could be heard was the crackling of the fire.

After some time sitting in the near silence, the two perked up as they heard rustling in their vicinity, but they both exhaled when they realized it was Raven waking up. Taiyang called out softly to her in an attempt to not wake up the rest of their group, "Can't sleep, Raven? Try and get back to sleep. Don't worry, I've got this…"

Taiyang's comments trailed off as Raven refused to answer him, and instead she rolled over quickly. To Winter it looked like she was searching for something.

"Did you lose something Raven?" At that moment she found what she was looking for, and in one fluid motion she jumped to her feet and spun to face them. Winter was shocked at how red her eyes shone, and it was not just glare from the fire. "Raven, what are you-"

Before Taiyang could finish his sentence she charged the two of them. She bounded over the fire that had burned low, and her blood red sword flashed from its sheath. Winter stared as the blood red blade angled towards her, and she snapped her eyes shut, waiting for it to impale her. She shrieked as she heard the thud of the blade against a soft target, but for some reason she did not feel any pain. She cracked one of her eyes open to peer at her assailant, but the only thing she could see was a large black form hanging over her shoulder suspended by Raven's sword.

"EVERYONE GET UP! GRIMM!" Raven's cry had the desired effect. Within seconds, the entire group was on their feet with weapons in hand. They took defensive positions quickly around the clearing, and Raven tore her sword from the creature and moved to join them.

Winter stared wide-eyed with horror at the creature that fell to the ground beside her. The beast's fangs caught her attention. They curved down from it's upper jaw past the ruin that just recently had been its lower jaw. It was slowly dissolving into a grey smoke as it lay there motionless. She gasped as Qrow flew by her with his sword extended. He landed a solid blow on a wolf-like creature, splitting it in two.

"Winter stay in between us!"

She rolled over and crawled backwards away from the boy and the carnage. She backed into the center near the fire, and as she scanned the clearing she saw several pairs of red eyes glaring back at her. Some of the beasts tried leaping into the clearing, but they were driven back by her companions. Countless shots rang out as they fired their projectiles into the stalking Grimm. However, there were far more Grimm than there were of them. One of the cat-like monsters pounced from a nearby tree clear into the middle of their camp to stand by her. Winter's heart leaped up to her throat as she stared at its glowing red eyes. It growled fiercely at her and bared its fangs, and all thought fled from her besides one. _I gotta get away from here!_

Winter stood and ran as fast as she could. She leaped down the hill at the one side of their camp, and stumbled slightly before continuing on at a sprint. She could feel the Grimm waiting near where she broke camp turn towards her in pursuit, but she didn't dare look to confirm it. Her focus was solely on the ground in front of her, but as she careened down the hillside she heard someone shouting her name.

* * *

Qrow

Qrow had been on the edge of sleep, but the sound of shuffling had woken him up very quickly. He had rolled over on his side to see his sister charging headlong in a full sprint at what looked like Taiyang and Winter sitting at the other end of the fire. Qrow's mind blanked as he saw Raven's sword Talon bared at them, and his stomach churned as she thrust the sword toward Winter. The fog in his mind started to clear as he saw the sword arc upwards past the young girl's shoulder to impale itself deeply in the throat of a Grimm he had never seen before. _Grimm here? What… What is that thing?_

"EVERYONE GET UP! GRIMM!" Her call roused Summer and Glynda, but Qrow needed no further warning. He pulled his broadsword out from under his pack and moved to join his sister. Raven ripped her odachi viciously sideways, practically splitting the creature's mouth in half. Just as he reached the three of them, he noticed movement out of the corner of his eye. He pivoted, launching himself over a sprawled out Winter and into the path of an oncoming beowolf. Moonlight Serenade flashed out to meet the Grimm, and he caught it alongside its shoulder. His momentum carried him between the two halves of the creature as it fell to the ground.

He looked back to make sure Winter was still safe, and he saw terror plain on her face. "Winter, stay in between us!" As expected, he saw her move to the center of the circle the group of huntsmen and huntresses had formed around their small camp fire. The source of light was casting so many shadows that it was nearly impossible to gauge the size of the pack that had attacked them. The fact that they had tried to attack them silently made him uneasy. Qrow flicked his wrist, and the blade of his broadsword canted forward exposing a rather large barrel. He leveled his weapon and fired several shots into the darkness. He could not be sure, but he had a feeling at least one connected based on the snarls that they returned.

He heard the rest of his teammates firing off shots as well. The loud blasts from Summer's bolt action rifle reverberated throughout his chest each time it fired, and it dwarfed both the staccato bursts from Talon's small caliber machine pistol and Taiyang's derringers. The four of them were managing to hold back the questing advances of the Grimm, but they kept pushing them into a tighter and tighter circle. Even Glynda was struggling to keep all of the creatures at bay. Qrow watched her flick her riding crop at several leaping beowolves sending them flying in the opposite direction.

It was at this moment that one of the strange feline Grimm leaped over him to land just in front of Winter. As he turned, he watched as it stalked in towards her. She turned and ran away from them, and as the Grimm moved to pounce he hit the small button in the handle and hurled the half transformed scythe end over end. Just as the Grimm left the ground, the point of the now fully transformed Moonlight Serenade bit deeply into the creature's back, pinning it to the ground. Qrow rushed forward to retrieve it and stop Winter, but by the time he got to the struggling beast, she had leaped clear of their embankment.

"WINTER! STOP!" He shouted with all of his might, but whether she heard him or not, it did not make a difference. He watched her vanish into the brush below him. _FUCK!_ He whirled around and took hold of the shaft of his weapon. He planted his boot into the flank of the Grimm and ripped the weapon free, silencing the beast. He shouted then towards his teammates, "WINTER RAN! WE NEED TO GET HER!" Summer twirled around immediately with worry plastered across her face. She swung back around abruptly, and the giant head of her halberd followed behind her and buried itself in the side of a lunging beowolf.

"Qrow, get going I'll be right behind you!" Summer shouted over the din of battle, and Qrow immediately started to turn to chase after Winter. He had just about made it to the clearing when an inky black shape nearly landed on him. Qrow lurched to his right to avoid the falling object, and as he rolled to his side he gasped at what he saw. A Grimm, or at least he thought it was a Grimm, was standing up from where he had just been. The creature looked like an emaciated human, except for the facts that its face had an enormous mouth, two slits where its nose should have been, and a white and red mask covering the top of its face. The monster also had overly-long arms, which nearly touched the ground as it crouched and faced him. Qrow stood frozen in place as he took in the Grimm, but he was jolted from his paralysis as a column of purple rocks careened off the side of the creature.

"GET GOING! I'LL HOLD IT OFF!" Glynda began waving her crop around her head, and suddenly long jagged crystals shot from the ground around the creature. The purple shards surrounded the Grimm, and in some places had impaled it, but it still seemed to be alive. Qrow took the opportunity to sprint towards the edge of the hill, and Summer met with him at the ledge. The two of them jumped down the ledge and continued their sprint downhill.

They could hear the barking and snarling ahead of them that belonged to a full pack of beowolves. They were definitely headed in the right direction. Winter had not strayed from her line, and the two of them could make out some signs of the girl and her pursuers in the moonlight. Qrow urged himself forward as fast as he could, and Summer kept up with his pace. He felt his Aura surging into his legs, washing away the fatigue that had started to build there and spurring him on even faster. They could sense themselves gaining on the group, but they could not tell exactly how close they were.

A scream tore through the night, mixed with even more growls and snarls. Qrow's heart sank, and they were so close. Suddenly he was flying through the woods. He could not feel his feet hitting the forest floor, but he knew he would not be tripped up at this point. He vaulted over one last row of brambles and came upon his quarry. He launched himself at the nearest Grimm, and as he landed on the beowolf's back, he thrust his broadsword straight down severing its spine. He rolled off the creatures back as it pitched forward, and as he rose he spun. Moonlight Serenade shifted form and twirled as he stood, and it found purchase in two beowolves' necks. They fell headless to the ground. Summer flew past him as he turned to face the remaining monsters. As she passed him, her halberd flew from her hands with the spear end leading. Rosethorn sunk halfway through its target, and it was followed up by a flying Summer who landed with both feet firmly on its midsection. Her momentum sent the creature flying and freed up her weapon. She lashed out with the ax head in the middle of falling back to the ground, and with her strength she split the Grimm cleanly in two.

Once he realized there were no more dangers he turned back to Winter, who was sprawled out on the ground by a large boulder. He heard himself whisper, "Oh no…" He started shuffling over to her. Two large gashes shone brightly on her back in the moonlight. Dark red streaks had spread out along her clothing, and her hair had fallen all around her as she lay with her face turned to the side. Qrow could hear his heart beating in his ears as he knelt down next to her, and his breathing was halted by a huge lump in his throat. As he reached out to check on her he saw and felt his hands trembling. When he placed his hand in front of her face, he felt her breath weakly against his palm.

Qrow sat back onto his heels and exhaled deeply. _She's still alive._ His heart was still beating at a million miles per hour, but she was still alive. He prodded the wounds on her back trying to gauge the severity of the damage, and when he concluded that they were not life threatening he finally began to calm down. "She'll be alright… They are deep, but we should be able to patch her up." He began tearing portions from his cloak to use as a makeshift dressing. He pushed the cloth firmly against the wounds to stop the already slowing bleeding.

"Oh thank goodness…" Summer leaned against the haft of Rosethorn. The fear of seeing Winter in mortal peril had clearly left her emotionally drained as well. "I know I have a first aid kit in my pack back at camp… I can go back for it. You should stay here with her… I'm afraid of moving her in her condition."

Qrow nodded at the older girl. She was right, he didn't want to aggravate the wounds, and they desperately needed some aid. Without anything further, Summer turned and headed off into the brush. Qrow looked back onto the pale form of the girl in front of him and took in a few deep breaths. When he had heard the scream, he had assumed the worst, but physically checking if Winter was alive was one of the most terrifying moments of his young life. _Hopefully Summer will get back here quickly._

He turned his head back in the direction they had come from, but when he gazed into the darkness his vision began to swim. Qrow closed his eyes and shook his head. _I must be a little light headed from running after her. I need to calm down a little._ When he opened his eyes, the haze had not subsided, and his blurry vision had actually gotten worse. He stared straight ahead as his head began to swim. The shadows cast by the moon seemed to lengthen and change shape in front of him. They spread out in all directions, and began approaching him. As they wrapped all around him, his vision went pitch black. Where he could see rock and tree in great detail, now he only saw a single shade of darkness. He looked back to Winter, but she had disappeared. _What is going on?!_ He tried standing up, but his legs refused to respond. "Winter?! Where are you?!" He called out, but he got no response back. _She was unconscious, you idiot!_ His voice fell flat on the darkness.

All of a sudden, he was floating far above a snowy field. He did not know where he was, or why he was suspended over it. He noticed some color on the field, and as soon as he desired to see it, he felt his body lurch towards the ground. Qrow glided down slowly, but as he got closer he was able to make out the shapes of bodies lying prone on the ground. As he looked closer he noticed red patches soaked into the snow surrounding the bodies. _Blood._ The first form he recognized was Taiyang's. The yellow armor stood out brightly against the white snow. He saw Raven second. She lay face down with her arm reaching for Talon which was just out of reach. Lastly, he was able to make out two white mounds that were a slightly different shade from the snow. His stomach churned as he saw the gashes in both Winter and Summer's bodies. They stared blankly, lifelessly at each other. _No… what is this… What is happening!? Raven! Winter! Everyone get up!_ He realized at the last second that he was falling in slow motion. In a few seconds he would hit the ground. _I'm going to die just like them._ He felt his head hit the ground, and a splitting pain spread from his forehead.

Suddenly his vision was back. Qrow sat on his heels breathing heavily as sweat poured down his face. His arms were limp at his sides, and when he tried to turn to look for Winter he felt his body react sluggishly. He was relieved to see Winter laying just like he had remembered her, but he also saw a flash of her body lying dead in a snowbank. _It was just a dream. It was a fucking panic attack. But that was… that was different._ He looked back towards the camp, but this time he saw something moving towards him that was very real. The strange humanoid Grimm was striding towards him, and it _cackled_ at him. He thought at first to reach for Moonlight Serenade, but for some reason his body was not reacting. The Grimm had closed several paces, and as it neared him it stooped down to look him in the eye. Qrow could have sworn that it smiled as it opened its maw, bearing its fangs. _So I really am going to die._

" _YOU WILL LEAVE THEM BE_." A deep and menacing voice cut through the air. It conveyed a terrible power and yet Qrow felt somehow refreshed by it. The creature in front of him wheeled around to face the new threat, and as it moved away from him Qrow caught sight of the voice's source. The moon had filled the clearing with light, but it was nothing compared to the blinding shroud of white light that whirled around the figure. He could have sworn it was Summer standing there, but she was completely encased in the bright light. Gauntlets, greaves and a breastplate of white fire flickered as she stood. Her cloak which had transformed into a flowing veil of pure, white light was pinned to the armor by spaulders of gleaming silver. The same light had enshrouded itself around Rosethorn, and the energy made it appear like the weapon was wreathed in white flame.

As she lifted her face, Qrow noticed silver fire dancing around her eyes. Calmly she proclaimed, " _You will face me."_

Suddenly the figure sprung forward, and the fiery halberd swung in a menacing arc toward the Grimm. The creature lifted an arm to deflect the blow, but it burst into flame where the weapon touched. The Grimm howled in pain and it clutched at the spot it had been burned. As it lowered its arm to maneuver, Qrow noticed that the spot had turned a light, crusty grey. The woman launched herself forward again swinging after the Grimm, but for a while it managed to dodge. Qrow stared in awe as the white figure chased the monster around, and when she landed blows on it, the Grimm kept bursting into flames. Each time it was struck it would slow a little, and eventually it came to a halt. By this time, it had turned completely grey. _It looks like a statue._

The figure strode up to the stationary creature. Calmly, she raised the head of her ax, and she shattered the Grimm with one hefty stroke. With the creature gone, the white flames began to disperse. Qrow watched as the armor faded away, and the silver flames in her eyes were the last thing to extinguish. Summer stood uneasily in the middle of the clearing, swaying in the faint breeze. She collapsed where the Grimm had once stood, but she drifted gently to the ground. Qrow noticed Glynda on the edge of the field guiding Summer to the ground with her crop. Her eyes went wide when she noticed Winter lying by his side. As she ran towards him, Qrow finally felt himself relax. He waved the blonde huntress over, "She's going to be okay, but it'd be great if you had some medical experience."

* * *

Taiyang

Branches whipped past Taiyang's face as he ran through the forest as quickly as he could while still maintaining an air of stealth. He shifted the weight on his back to glance behind him, but he did not see or sense any further pursuit. He pulled Raven up higher on his back. Her unconscious form kept sliding down and threatened to fall back entirely. The added weight was slowing him down, but he was making good progress all things considered. _I really hope I'm still going the right way._

Taiyang slowed to a stop and knelt down to offload Raven. He tilted her back against a large pine, and then turned to his pack to find his scroll. He opened up the device to show the topographical map of the area. He had loaded the map ahead of time and kept it open specifically for this kind of emergency. His breathing slowed as he studied the contours and markers that they had been traveling by. _Well we were about five miles from the safe-house when we made camp… I've been running now for…_ Taiyang glanced to the corner of the scroll for the time. _Ughh almost an hour and a half on and off. Krystal was right. If I make it out of this I will run every other day..._ He shook his head to clear his mind. _Come on Taiyang focus. OK so an hour and a half… at my speed that would be roughly 3 miles with Raven hanging on. I was headed in a bee-line to the safe-house so I probably cut a bit of distance off. If I keep going like this I should be there in an hour._

An hour meant he would be approaching the place around daybreak. He did not like the prospects of running another hour in the dark, but he knew he could not stay still. He had not heard a Grimm behind him in a long while, but he did not believe for a second they had given up. The fact that he had managed not to kill either himself or Raven by tripping over a rock or a root was a minor miracle. He looked over to his companion and saw that the bandage on her forehead had soaked through with blood. _I should probably change that… It'll give me enough of a breather to get back at it a little rested._

Taiyang crawled over to her and tilted her head forward to allow himself access to the bandage. When he exposed the raw flesh he felt another sigh of release escape his lungs. He had feared the worst when he had seen the her take the blow. _There was so much blood for such a small cut. But that's the thing with cuts to the head._ He shuddered though at the thought of what had inflicted the wound.

The humanoid Grimm that had nearly crushed Qrow had tangled with Glynda for a short period, but it had become obvious that she was outmatched by herself. Both he and Raven had tried to assist in between fighting off the other Grimm, but that only lead to them spreading their attention too thin. The creature landed a backhanded swipe on the girl as she turned to face it, but she was a hair too slow. The thing had sent her sprawling an impossible distance judging by the creatures spindly arms, but the way it was making Glynda struggle spoke volumes to its strength. He had stepped in to protect the fallen girl, but even with his speed increased by his semblance, he only managed to deflect most of the blows. In the end, he decided the best course of action was to use the remaining speed to get the hell out of dodge.

He forced the memory from his mind and focused back on the task at hand. He wrapped the fresh linen around Raven's head and stowed the rest of the first aid gear in his pack. He strapped the back to his chest and muscled Raven back into position on his back. _Jeez, Raven, you really need to lay off the cheesecake._

He started out by picking his way around the uneven terrain, and once his legs grew accustomed to the load he increased his pace back up to a slow jog. After about forty-five minutes of shuffling through the woods, he came upon a clearing. He stood still among the brush and stared out into the predawn darkness. He spied what he thought should have been the safe-house based on his location, but he checked his map and the surroundings twice out of confusion. _You have got to be shitting me._ He stared forlornly at the dilapidated cabin that was their objective. _That's the fucking safe-house?! It looks like I could sneeze on it and it would topple over..._ He sighed, but he trudged towards the cabin anyways.

He plodded up onto the front porch and heard several wooden floorboards creak beneath him. He stepped gingerly to the front door in fear of falling through the decking. When he opened the door he was greeted by blackness interspersed with shafts of light that filtered in through gaps in the roofing. _Thank goodness it doesn't rain in this arctic nightmare._ He walked over to the old fireplace and deposited raven. He emptied his pack of some of the bulkier items and slid the makeshift pillow underneath her head before turning to the stone hearth. After several frustrating minutes, a small flame was flickering in the darkness. He smiled at the small accomplishment before sitting down next to his teammate.

He reached out and picked up one of Raven's hands. It was icy cold. He pressed it between his own and began rubbing them together in an attempt to warm them up. When he went to work on the second hand, he heard her voice softly saying, "Tai… thanks."

He smiled, relieved that she had woken back up. "Of course… but you owe me for carrying your lazy ass all the way here." He watched happily as Raven smiled, but the exertion must have caused her cut to flare up, and it quickly turned to a grimace. "You really took a shot, but it isn't that deep… you may need some stitches though."

She chuckled softly and responded, "I've got plenty of hair to cover it up with." He snorted and shook his head, glad she was aware enough to be joking with him. He felt her grasp the sleeve of his shirt and tug on it gently.

"Please stay here with me."

"Of course. Where else would I go." He stretched his legs out and leaned back against the wall, keeping a wary eye on the door in front of him.

He sat there next to Raven who dozed in and out of sleep for a good while. Every now and then she would squeeze his hand. He returned the gesture each time, reassuring her he was still there. Eventually, he heard the unmistakable sound of floorboards creaking outside. He tensed up immediately, and he slowly placed Raven's hand onto her stomach. He cautiously stood up, and he felt his derringers swing into the palms of his hands.

"Are you serious?! We came all the way for this hunk of junk?!" Taiyang smiled broadly as he recognized the source of the outburst. "The bird said it looked like it hadn't been lived in in a while… but seriously… someone lived in this thing?!"

As the door opened into the room, Taiyang saw Glynda carrying an unconscious Summer glaring at a fuming Qrow who was carrying an unconscious Winter. "It's called a 'safe-house' because no one knows about it. They never said it was a fortress."

Taiyang could not help but interject, "It's not much of a safe-house though if the roof collapses in on us!" Glynda turned her frown on him, but he did not care. He smiled broadly at the younger boy, "Qrow, you made it!" He rushed forward and moved to wrap him up in a crushing hug.

"Careful! We just had to stitch up Winter's back… the painkillers have really knocked her out, but I doubt she would like you touching it." Taiyang settled for grasping the boy's shoulders. Qrow returned the smile, but it faded somewhat when he saw the prone form of his sister in the corner.

"I got Raven here… She got knocked out by that… well I don't know what it was." The shrug from Qrow confirmed that it was not just him that was clueless as to the identity of their attacker. "She's been awake, but she will need some treatment too."

Qrow shuffled over to where Raven lay, and he sat Winter down next to her. He laid out his pack much like Taiyang had and rolled Winter onto her stomach and positioned it underneath her cheek. He sat down in a huff, and Taiyang followed suit. He felt the exhaustion he had been pushing off creep in. The new found safety of the cabin felt welcoming after the harrowing experience they had just come through. He reached back out and took Raven's hand. Unconsciously, he felt himself glance sheepishly towards Qrow, but the boy had already closed his eyes. He felt his own eyelids droop closed, and he joined his teammate in some much needed rest.

 **A/N: So I really got into a groove writing this one, and It was a blast to work on. I hope you enjoyed it! As always, I would very much appreciate your feedback.**


	5. Chapter 5

Qrow

Qrow's eyes flickered open a few times as he shook off the haze of incomplete sleep. He gazed around lazily at the cabin and its occupants. Everyone was where he had left them. Raven was still clutching Taiyang's hand, and the older boy sat next to his sister with his head tilted at an awkward angle, snoring with his mouth dangling open. To his right, Summer and Winter lay in various states of comfort. Summer lay on her back with her head propped up by her pillow and her hands crossed over her chest. Winter was still laying on her stomach where he had left her. The rips through her jacket exposed the bandages which were showing a faint shade of brown where the worst of the wounds had been.

Some early morning rays of sunlight were slanting into the room, but it was still too dark for it to be much after sunrise. He was not certain, but he could only have been asleep for an hour at the most. He had fallen asleep within minutes, but the peace had not lasted long. The stress from the previous day had carried over far too much. The fire that Taiyang had built was still burning although it was starting to wind down, casting a faint glow on the room. The cabin was rather sparse to begin with, but something caught his attention. Glynda was nowhere to be seen.

Curiosity overpowered his exhaustion and he rose from his seat to go looking for the huntress. Being careful not to disturb his companions he tiptoed across the room to the door. With considerable effort to keep the handle from creaking, he turned the knob and squeezed through as small of an opening as he could to keep light from pouring into the room. Glynda sat on the porch just outside the door, seemingly staring out into space. Qrow sat down next to her and could tell she was just as tired as he was.

"Do you want me to take over for guard duty… you look like you need a rest." Qrow was not surprised by the small frown at this point, but the dark circles under her eyes took a lot of the bite out of it.

"I don't think I want to give guard duty over to a kid that is running on one extra hour of sleep than me…" Her expression softened as she looked back at Qrow, "You really should try and get some more rest. Don't worry, I won't let anything surprise us like that again..."

From the tension in her voice, Qrow could tell that she blamed herself for the events of the past night. He figured that missions never went sideways for her as they did in this instance. Much like her, the danger weighed on him, and he doubted that he would be able to get back to sleep easily. "I don't think I could fall asleep again if I tried."

"Bad dreams?"

Qrow nodded in assent. "That thing… before it showed up I saw… well I guess I imagined it…"

Glynda cut him off, "it forced you to see your greatest fears… I can't imagine it was pleasant. Especially for you with your history."

"How do you… What do you know about me?" Qrow perked up at the mention of his past. He was shocked she knew anything about him at all. It was not something Qrow advertised or even divulged when prodded under most circumstances.

"I've been working for Ozpin for a few years now. We had discussed the potential of your team several times before you all were officially accepted into Beacon. It was a big deal to him that the kids he had taken in were finally going to show off their ability. He knew you four would do well together."

"How would he know that? The trial at the beginning of the year for picking partners was completely random."

Glynda smiled slyly, "The selection process is almost always manipulated in some way… especially when headmistress Cassandra decides it is vital to get you four together."

"So… you work at the school? I didn't know you were a professor."

"I'm not. I said that I work for Ozpin. He pays me to go on missions like this for him… but I guess some of the work comes through Cassandra and Beacon as well."

Qrow sat silently and thought about what Glynda had just said. He had never thought of his professor, mentor, and the man who had served as his legal guardian as anything other than a school teacher. It struck Qrow odd that he had not considered it until now that Ozpin was first and foremost a huntsman.

After a little while, Qrow decided to try and restart the conversation. "So you've fought those creatures before." Glynda shook her head no.

"I've heard of them before- from Ozpin, but I've never actually seen one. It was… unnatural." Qrow had to agree with her assessment. The way the creature seemed to act human had been more than unnerving. After a short pause, Glynda continued. "So have you ever seen Summer do that before?"

Qrow drifted back to the memories still fresh in his mind. He saw his friend once again wreathed in white flame, and he saw the fierce look on her face as she struck down the smoldering and crumbling Grimm. "No. That's the first time I'd ever seen that… Why? Do you know what that was? Because that's definitely not her semblance. She is great at aura control, but I've never seen her do _anything_ like that… and her aura is bright red, not white."

"I… well I might, but I'm not really sure. You are going to have to ask Ozpin that one. He will be better at explaining that one than I can."

"Come on."

Glynda pursed her lips and shook her head, shutting down any further conversation. "No. It's not my place. You'll have to ask him about it."

Qrow frowned, and he promised himself he would corner the professor as soon as he saw him again. "I hope they are having a better time than we are." Glynda smiled but did not say anything more.

Mortimer

Mortimer hunched over in a padded leather seat staring at the cup of black coffee in front of him. The comfortable interior of the luxury airship had always been his sanctuary to ponder on events of state while he had worn the crown in Mantle. Now, the ship served as his mobile command center. It had always been outfitted for stealth, and that safety measure had been paying dividends for him now in his rebellion.

He frowned at the mug in front of him, as the recent failure in Schmeid cropped back up in his mind. He had hoped to gain some valuable assets from the raid, which would keep his floundering cause afloat just a little longer. Unfortunately, the military had been able to surround the outpost town far quicker than he had anticipated. The hostage plan was never going to work, but he had hoped the tactic would have given him a little more time to smuggle some of the more precious cargo out of the city. Of course, he had not anticipated Vale sending huntsmen support, especially one as skilled as Ozpin. _He has been a thorn in my side for too long._

He took a long swig of the coffee and tried to focus. The arrival of Ozpin had thrown a major wrench into his plan, but in the end it had offered him some very vital information. _It makes so much more sense now why the Schnee's opposed me. I should have suspected it from the beginning._ Ultimately, their arrival served to speed up the process. His reliance on his doomed rebellion would draw to a close. As he sat the cup down, he drew in a few deep breaths to calm his nerves. The anticipation of finishing what he had started ten years ago was far more stimulating than the caffeine in his cup.

He glanced out of the window beside him into the inky blackness of the early morning. He could not see the skyscrapers of Atlas yet, but he could feel them getting closer by the second. Shortly after he had escaped from the captured city, he had gotten a report from one of his informants that Eis had attempted to secure a personal shuttle from Atlas. _The fool thinks he can run from me._ To make matters even better, Ozpin seemed to be traveling separately from the two of them. As soon as he had heard this, Mortimer diverted his ship to Atlas and urged as much power out of the craft as possible. _I need to get there in time. It would be useless to try and send my men after them now. I need to do this myself._

He smiled devilishly at the thought. While heading up the rebellion, he was hesitant to use his full powers in fear of his men learning the source of them. Now that his objective was this close, he could shed that concern once and for all. He felt the darkness surge and roil in his gut as if it knew it was about to be unleashed once more. It had been hard to keep it in check lately, and he relished the opportunity to let it loose.

He felt a slight tapping at the edge of his consciousness, and he admitted the Nightstalker into his mind. He braced himself for the onrush of mental images and thoughts that flooded in from the creature. _...The girl is with them… They travel on foot… close behind… five companions… all trained… one is dangerous… birds keep watch… must avoid._ He pressed his eyes closed in an effort to better make sense of the scenes. He saw faint images of the young huntsmen and huntresses from Vale as well as the main prize, the young schnee girl. The Nightstalker had been able to track them down, and it was only a matter of time before it eliminated them and captured the girl.

He felt the Grimm's presence recede from his mind, and he turned back to his own contemplations. The girl would be in his hands momentarily, and as the lights of Atlas poked out over the horizon he knew the rest of her family would be his as well.

* * *

Eis

Eis risked a glance over his shoulder, but he did not see anyone noteworthy in the growing crowd behind them. He and Kristal had traveled all night to reach Atlas and now they were so close to getting out of the country. Ozpin had come with them as far as the airport, but he had split up with them then. He had given them instructions for getting to Beacon and his boss once they had reached Vale, but that still left out the dangerous task of actually leaving Atlas. The two of them were somewhat well known in Mantle. It was hard to stay out of the public eye as the last surviving heir of a wealthy family, but only the most involved men and women in the financial realm would recognize him let alone his more private wife. Even so, he had taken every effort to try and mask their presence. "Final call for all passengers to Vacuo." The voice over the loudspeaker jolted him from his thoughts, and he turned to see Kristal peering at the ticketing counter over the large sunglasses she was wearing.

Kristal pulled her hat further down onto her forehead, covering even more of her light blue hair. "Ozpin said to speak to them after the freighter for Vacuo took off." She leaned back into the molded plastic seat and tilted her head ever so slightly to look over her husband's shoulder. "And I haven't seen anyone following us either… so stop looking so fidgety."

"I'm not being _fidgety._ I'm just trying to make sure this goes smoothly. We need to get out of Mantle for this to work… and I'm not happy we had to leave Winter behind with them."

"Winter is with five very capable huntresses and huntsmen. She is in good hands. If Ozpin believes in them, I believe in them."

He could not find a salient argument against his wife's logic. Of course he trusted Ozpin in picking a suitable guard for his daughter, but he could not shake the feeling of dread that had come about from the intrusion of the Nightstalker. He had taken for granted the security that their relative anonymity had given them. Now the greatest threat to his family had learned his greatest secret. _My family is in danger, and it is my fault…_ "I just don't want to take any chances. He knows where our retreat is now because of that _monster._ He's bound to try and send someone to capture her… or worse."

"Honey, that won't happen. If we succeed, we won't have to worry about this anymore… we need to get on that ship." She leaned in to rest her head on his shoulder, and she squeezed both of her arms around his. "I'm scared for our daughter too, but we can't let ourselves fall into the trap of doubting ourselves now. This was a good plan - our only plan… we can't stop now."

Eis leant into Kristal and whispered into the brown felt of her hat. "You're right… but I'm still nervous."

"Well, I already knew that. Didn't I?"

Eis laughed genuinely at her comment, and some of the stress faded into the background, if only for a few brief moments. "I guess you did. Well then, I guess that means I should go check and see if we can hitch a ride." He smiled at his wife, who smiled back, but inside his gut the butterflies had resumed their nervous dance.

He turned and forced himself to walk to the counter. The attendant looked up from her paperwork to smile at him, and he felt a forced smile spring to his own lips. "What can I do for you sir?"

"Erm.. well my wife and I weren't able to get through customs in time… we - um, well we missed our flight I guess. It was the one that just debarked for Vacuo…" He attempted to sound as sheepish as possible, and at the moment, eis was thankful that his nervousness aided him in that venture.

"It happens all the time, I'll try and see if I can get you on another one…" She began typing on her terminal, possibly researching future connections into Vacuo. "Do you have your boarding passes?" She said without glancing up from her terminal. Eis slid his documents across the counter, which she promptly snatched. She gave his ticket a once-over and slid it through a scanner to get all of his relevant information. As she glanced down at Kristal's pass, she froze for just a moment. She scanned the note taped to the front of it in seconds before tearing it off and crumpling it in one quick motion. She scanned Kristal's pass just like his and after a few silent moments typing away at her keyboard she handing him two new passes. "Here you go, Mr. Jacobsen, enjoy your trip."

Eis smiled at her as she used his alias. The Jacobsen's were traveling to the northern shores of Vacuo for vacation, but unfortunately for them, they were going to end up missing their trip. He had read the note Ozpin had given them for himself. _Secure trip to Beacon - OZ._ He had to hand it to his friend, his influence seemed to spread all across Remnant. As he thumbed the new passes he felt a thin plastic rectangle between the tickets. When he sat down he uncovered the ID badge of the woman at the counter with a sticky note pasted to the front. _Restricted access. Hanger 5-B. Leave ID._ He pocketed their new documents and held out his hand for his wife, "Time to go I guess."

The two of them walked together down to the end of the concourse. Eis had previously toured the facility while working out a deal with the port authority a few years back, and because of that he knew precisely which hangers the note was referencing. All of the commercial freighters were loaded in outdoor hangers near the various landing pads. The two sped up as they neared the end closest to the tarmac, and they spied their opportunity at one of the last gates. The two walked up to the door for the empty gate and quickly swiped the badge. Before anyone could question them, the two walked through the door and down a flight of stairs to the ground level.

As soon as they pushed through the threshold, Eis spied what he had been hoping to find. A small service buggy sat unattended near them, and the two commandeered it immediately. "Hopefully no one saw us, or this could get really ugly really fast." He did not need to vocalize it, but Eis could not help it. Kristal nodded solemnly and took in a deep breath to calm herself down. The two set off at a casual pace along the service road to the designated hanger, and fortunately for them, no one seemed to be following them.

The drive went smoothly the entire way, and as they pulled up towards the roll up door for the loading dock, they noticed a distinct lack of activity. "Well, I guess our ride is waiting for us inside." Eis pulled the buggy around the corner and into the wide opening of the hanger. A simple hauler sat in the middle of the expansive room, and a greying man leaned up against it smoking a cigar. As he spied their buggy pulling up to the craft, the man extinguished the cigar and waved to them.

"So you're the ones who need a ride to Vale right?"

Eis walked from the vehicle to the man and shook his hand, "Yes, obviously some discretion would be greatly appreciated."

The man pocketed the money Eis had slipped him and smiled. "I appreciate the sentiment, but you've already been paid for… but I will take this as a tip." Eis shook his head as the man motioned the two of them into the cargo hold. "You need to stay back there until we get out of Mantle or else traffic control will spot you." The old man walked to the front of the nearly empty hold and climbed through the bulkhead that separated them from the crew cabin. The heavy door clanged shut, leaving the two of them alone, and Eis allowed himself to relax for the first time that morning.

"Well so far so good… I hope Ozpin and Captain Ironwood have had similar luck." Kristal walked over to him and wrapped her arms tightly around his midsection. She let her cheek rest against her husband's chest.

Eis returned the hug and smiled knowingly down at his wife. "What? _Now_ you decide you're nervous?"

" _Now_ , all we can do is sit and wait… I don't like either of those things."

Eis chuckled. He had learned to deal with his wife's lack of patience, and her constant need for action had been one of his greatest attractions to her. "I know. Come on let's sit down and get some rest."

The couple sat in comfortable silence for a while before they felt a soft rumble beneath them. The craft lurched slowly forward as it moved to taxi the short distance onto the landing pad. As it came to a stop, the whine of the engines cut through the cabin as they began to spool up. The craft rose from the ground, and turned towards the south after ascending for a few moments. The two were on their way to the end of their conflict.

After flying for several minutes, the hatch to the cabin swung open, and their pilot stepped through the doorway. "You two are welcome to sit up front if you would like. We are a good bit away from the city now." Kristal stood up and helped Eis to his feet, and she led him into the cabin behind the old man. A clear night sky spread out before them. The small amount of pre-dusk light made the forest below them look like shifting smudges. "We've gotten about thirty miles from the city so it should be another four hours before we get into Valian airspace. I've checked the weather reports and we should be good as far as storms go. I hate having to change course over the oce- What in the world is that?"

Eis looked immediately to where the man was pointing. A dark black shadow was moving towards them. It slowly grew in size as they neared it, and it began to dawn on them what it was. _A Nevermore. A_ Giant _Nevermore! It must be him. There is no way something that big was able to get this close to the city._ Sure enough, as the Grimm flew past their left side, Eis spotted a man sitting at the base of it's neck. The Grimm circled around their craft several times before they heard a soft thump back in the cargo hold. Eis and Kristal rushed into the empty chamber to see two large claws of black energy pierce the shell of the ship. They peeled the hull back, and after the hole was large enough, a dark haired man dropped through it. His arms were encased in the darkness. The deep creases in his square cut jaw were the only indication of Mortimer's age, and as he stood up, the darkness faded around his arms.

"Well it seems I've finally found you… and I must say, Kristal, you made me look for a long, long time."

Kristal tensed at her name. She reached into her purse and pulled out a flintlock pistol. "Honey, take your gun." Eis held his right hand out at his side for his wife to hand him his firearm. After giving him the pistol she reached back into her purse to pull out a silver cylinder that was roughly a foot long. She spun the rod in her hand, and it extended outwards to form a quarterstaff. "I told you, I should have brought my bigger purse. I could have fit your saber in that."

Eis did not respond. His eyes were trained fully on the man in front of him. "You will die for threatening my family."

Mortimer settled back into a relaxed posture in front of them before saying, "So you thought you could set a trap for me?" Eis's fingers tightened around the handle of his flintlock. The raised silver filigree pressed firmly into his palm and fingertips. "Well I have to say that is bold, but how did you know I would come for you myself?"

"You're a monster, but you would never dare let your men see just how much of a monster you _really_ are."

"Quite right. Humans are capable of doing terrible things to one another… but introduce a new threat, something different, and Humans will band against it… _immediately_. I'd rather that not happen just yet. This is simply the next phase of our evolution." Mortimer sneered darkly before adding, "And I am just trying to speed it along. Now please lower your weapons. I don't want to make a mess of things." Mortimer spread his empty hands, almost imploring them to attack him.

"You will not make it out of this alive. Ozpin is on his way as well." It was not much, but a small amount of worry crept onto Mortimer's face.

"Well that's a shame. I was hoping we would get a chance to settle this professionally, but you have forced me to do this." Mortimer raised his arms in front of him, touching his index fingers and thumbs together. Two pillars of black smoke materialized from his shoulders and wound their way down his arm before forming a swirling black disk of smoke around his hands. An image began to flicker into place there. A small form lay on the ground. Long white hair was strewn all down her back, but the long gashes below them were readily visible. Blood streamed from the angry red wounds. He heard Kristal draw in a breath sharply just as the realization hit him. _Winter. She's…_

"She's still alive. For now." Mortimer let his hands fall back to his sides. Eis looked to see his wife's free hand clasped tightly over her mouth. A thin stream of tears had begun to form in the corners of her wide eyes. "Nightstalkers are very good at following commands. It enjoyed killing those children very much, and if it doesn't receive a command from me every hour… she will join them."

The pilot called back from cockpit, "I've got contact from Ozpin. He wants us to set down in a clearing five clicks from here. What is going on back there?! The Nevermore just flew off!"

"Tell him to land, Eis. When we land, Kristal will stay with me, and we will go our separate ways. If you do that, I will give your precious daughter back."

"Bullshit, I'm not going to let tha-"

"Eis, do it. I'll figure something out, but you need to get Winter. No matter what." He did not trust this man to follow through on his end of the bargain, but he had to find a way to make sure he followed through. After running countless ideas through his head he realized one thing. _I have no play. All I can do is hope… trust in a madman and a despot._ Defeated, he returned to the cockpit to tell the pilot to land. The words rang hollow as he said them. The ringing in his ears made them sound muffled. In just a few minutes he was about to lose one, possibly both, of the most important people in his life to a man he had been running from for the last ten years.

He walked back to see his wife leaning against her staff. If he had not known her for nearly half of his life, he would not have known that anything had changed. The tightness and alertness in her stance had vanished. She also seemed to know just how hopeless the situation was. He felt drawn to her then. Every last piece of him ached to hold onto her in that moment. Visions of her kept racing through his head along with visions of Winter. _This is all my fault. I failed protecting them._

"Eis, Please find her and keep her safe." Kristal whispered softly enough for just the two of them to hear. Her shoulders hitched as she drew in a quick breath. "I love you so much."

"I will. I love you too… And this isn't the end." He stared menacingly at the old king who stared smugly back at them. Glaring was the only form of vengeance he currently had at his disposal.

The change in the pitch of the engine noise was the only indication the craft was slowing down. It banked slightly before settling in for the final descent. As the craft settled into the spongy turf, Eis walked to the back of the craft to lower the loading ramp. As the ramp opened, it revealed Ozpin and Ironwood standing with weapons drawn.

Ozpin spoke immediately, "Mortimer are you going to come quietly? You can't beat all of us at once."

"I don't have to!" Mortimer grinned down at him.

"We aren't going to fight him. His Nightstalker killed your team… and he has Winter." Eis struggled to finish the sentence. He started walking towards the ramp, but Ozpin halted him before he set his second step on it.

"Well that's odd… I just got off the phone with Glynda. It seems they are very much alive and that they were able to kill a Nightstalker. It would certainly be something if you were able to form another one hundreds of miles away in the last few minutes, Mortimer…" Ozpin let the sentence hang in the still air. For a heartbeat, nothing moved. All eyes shot towards Mortimer. The man's gaze gave away the fact that Ozpin knew the truth. With a snarl and shouts of rage, Kristal threw Herself at the rebel leader.

A flash and a cloud of smoke erupted from the muzzle of Frost's Bite. Mortimer struggled to dodge Eis's bullet as Kristal's quarterstaff flashed all around him. The two of them worked to drive him towards their other two companions, but that was also his only means of escape. "Eis, catch!" He turned just in time to see Ozpin toss him his saber. He caught the blade and immediately moved to aid his wife. Just as he sent the sword toward the man's neck, the black energy they had seen rip through the ship's hull flashed up and swatted the blade away.

With an inhuman roar, Mortimer dashed straight towards him driving him back towards the opening. The dark claws lashed out at him, and he managed to deflect the first three. Just as the fourth one drove towards him he stumbled backwards as the ramp below him dropped off. A green flash passed by him, and the arm glanced off of Ozpin's cane. Several loud blasts rang out behind him as Ironwood's magnums unloaded. Mortimer shielded himself with his other arm.

Eis tumbled down the ramp and into the dirt. As he looked up he saw Ozpin raining several blows onto an overmatched Mortimer. Kristal switched with Ozpin every few attacks, and their coordination kept Mortimer thoroughly off balance. He managed to deflect a good number of their blows, but his countenance grew darker with each successful hit. Eis held in his breath as a wave of pressure slammed into his chest. Mortimer's face grew purple, and his grimace gradually changed into a feral snarl. Kristal and Ozpin had stopped their assault to watch the man as the darkness spread from his arms to his shoulders and then to the rest of his body. A hood of black energy crept up the back of his neck. The darkness engulfed his head, and two large protrusions resembling horns rose from the sides. Leathery wings grew from the underside of his arms. The beast that was once mortimer cackled as a white mask calcified on his face in the rough shape of a beak.

 _What in the world is going on?!_ Eis had never imagined something like this was possible. He knew that some huntsmen and huntresses had gone rogue in the past. He had even heard it was possible to gain power through the darkness and the Grimm. _But actually turning into a Grimm?!_ From the looks on his companion's faces, it seemed neither of them were aware of the possibility as well. The beast cackled once more before whipping its arm towards the middle of the freighter. A dark spike flew from his taloned hand and embedded in the floor. Eis did not fully grasp the significance of the act until the spike began to glow a ruddy orange. _The fuel cell. Shit._

Eis was knocked to the ground as the craft exploded. Shards of metal and melted plastic careened off the ground around him, and he felt a few twinges of lancing pain that could only be shrapnel. When he opened his eyes, he saw the treeline around the clearing had burst into flames. His lungs ached from having the wind knocked out of him, and the debris that had landed on him was not helping him regain his breath. He rolled to his side to push off the debris only to realize to his horror that it was a body. Ironwood slumped lifelessly to the ground. A large hunk of metal was embedded deep in the lower portion of his back, and it seemed like another chunk had taken a good portion of the underside of his upper right leg. The rest of his body was burned badly, and his arm in particular had maroon welts exposed. The flesh curled away from the lesions in many places. Eis stared in shock at the young man. _He's dead… He died protecting me._ However, Ironwood was proving him wrong at the moment. Once again a faint dark grey glow was arcing over the body like electricity. _No, he's still alive… and his Aura is desperately trying to keep it that way._ The only part of his body the flashes did not touch were the arm. _That limb is dead. If he makes it out of this he is going to lose it._

Another explosion to his right pulled him from his concentration. He looked up to see Green flashes flying through the air following around a flying Mortimer. The two forces careened off of one another, trading blows. His wife was nowhere in sight. _Kristal… she… she was inside the ship!_ He tried calling out for her, but his breath had not returned to him, and the only thing that escaped his lips was a feeble wheeze. Just as he was about to try again, the sound of screeching metal drew his attention. The husk of the ship was expanding outward, and suddenly a milky white shard burst through the shell. In one moment, the side of the ship burst outward. A dense fog billowed out of the wreckage followed by his wife.

 _She activated it._ Kristal's eyes glowed an iridescent baby blue, and tongues of blue flame leapt from the corners of her eyes. Ozpin and Mortimer had stopped their skirmish to take in her sudden appearance.

Mortimer scowled at her and flourished his wings unleashing a volley of the dark spikes. As the shards approached, Kristal waved her hands from side to side, and a gust of winter wind engulfed her, freezing the incoming projectiles. The spikes now gleamed as their facets caught the glow of the burning trees. They flashed brilliantly as she redirected them at her attacker. Mortimer flew up and out of harm's way, but Kristal followed him. A whirlwind gathered her up and launched her towards the demon. A spike of ice materialized out of the air, and Kristal gathered it up and impaled Mortimer in one fluid motion. With her full strength behind her, she flung him to the ground. She held both of her hands aloft, and a spike of ice formed above her. The shard was as big as she was, and Eis watched as she let it fall. The tree sized icicle buried itself into Mortimer's midsection as well as three feet of earth.

Eis got up from the ground and walked towards the Grimm. He stopped next to Ozpin who was also looking over the body. It never changed back to its human form. Just like any other grim, it started to disintegrate into ashes. The hole where the spike had landed widened until the torso had all but vanished. His extremities soon followed, and after a short while the only thing that remained was the white mask. Ozpin reached down and picked up the remnant, "I think I should take this… see if there is anything I can learn from it. That was… unexpected."

Kristal had just touched down, and the fire around her eyes was beginning to fade as she began quieting the winter maiden's powers. "I didn't know it was possible for someone to… turn into a Grimm." Despite the power she had just displayed, her voice trembled as she grappled with the realization.

"I speculated it could be possible… but I never thought I would see the transformation in front of me." Ozpin stared at the mask for a moment before stowing it in his pack. His eyes widened and he looked around for a second, "Where is James?"

The question caused Eis's chest to tighten. "He's over here on the ground." His voice sounded hoarse, but he led the two of them over to the young man. The activity of Ironwood's Aura seemed to have subsided, but there were still a few flashes here and there. "He needs help immediately."

Ozpin nodded gravely, but when he spoke his voice was unwavering. "We will take our ship and fly him into Atlas as fast as we can. Kristal, can you grab my cane?"

Eis moved to help Ozpin lift the young man, but he stopped in his tracks when he saw that Kristal had not moved. Her eyes were half open, and she stared blankly into space. He ran and caught her just as she began to topple over. She was unconscious even as he caught her.

* * *

Mortimer

Something was wrong. He could sense the air swirling around himself, and a strange buzzing filled his ears. For whatever reason he could not feel the ground beneath his feet. He did not really feel _anything_ for that matter. _What am I doing here… what is this place?_ He thought he had opened his eyes, but his vision was just as black as if he had kept them tightly shut. He tried thinking back to the last thing he could remember, but nothing came to mind.

"Mortimer, how very… disappointing." A voice cut through the incessant white noise like a siren. It was melodic, and yet he felt a shiver of dread climb up his spine at hearing it. _Yes, my name is Mortimer… but how does she know that? Who is she?_ At that instant, a figure materialized out of the darkness. The shape was faint in the darkness, but it was practically blinding in relation to the sheer blankness of the void. The woman's form solidified, and it grew as it approached him. "You have failed me."

She was the one who had spoken before. The beautifully sinister voice echoed in his head, but her lips never moved during a single utterance. _Who is she? And how is she talking?!_

"Now, now, Mortimer… do not fret. I can hear you loud and clear."

 _She's… you're in my head!_ Mortimer felt like trembling, but without feeling he was not sure if his body was showing anything. _Why do I… I remember this place._

"Yes, I feel what you feel and know what you know. And I know you fear me… you are right in doing so." He watched as she drew closer to him. Her porcelain skin was marred by lines of pulsating darkness. Her red irises flashed dangerously in the dark black depths of her eyes. "You have something of mine. It is something I gave you a long time ago…" He saw her raise one of her hands, glowing with a faint white light. An empty, squishy thud reverberated through his body. The sensation was a mix of both feeling and hearing, and when he looked down to investigate he saw the woman's elbow protruding from his chest. She yanked her arm back, and Mortimer's vision swam. Visions he vaguely recalled flashed before him, his coronation ceremony, a planning meeting with the military brass, the day he fled in exile, laying in near death at the foot of Ozpin. It culminated in a scene that was now all too familiar. He stood in a hazy chamber as a woman with perfectly white skin sunk her arm into his chest.

His sight returned to the present, and he was greeted by the same woman clutching a jewel of pure darkness. Shadows danced around it, as if searching for a lightsource to devour. "There. Everything is settled. You can now return to the void from whence you came." Without further warning the woman vanished. Smoke engulfed his vision, and the buzzing returned to his ears. He clutched at the sides of his heads to drown them out, but that only served to amplify them. They took on the sounds of whispering, and bright red eyes appeared in the smoke as he looked around. _So… this is death._ With that final thought, a giant maw erupted from the haze to swallow him whole.

* * *

 **AN: Well... that took a lot of time for me to write for some reason. I kept losing focus so easily. Anyways, I'm glad I got this one done. This one is more centered on the adults, but if you prefer the other characters you are in luck (I prefer writing about team STRQ). I'm going to focus more on team STRQ and Winter going forward, and I will only include chapters centering around other characters if they are absolutely needed or if something begs to be written.**


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